Our Board embodies a broad and diverse set of experiences, qualifications, attributes and skills that are vital to the success of our business.

Please note the information presented above reflects Mr. Nasella’s not standing for re-election and relates only to the 11 nominees (10 independent nominees) for director.

~~2020~~2021 continued our pursuit of excellence in governance matters, along with our commitment to corporate responsibility. Additionally, the severe impacts of the COVID-19 pandemic on PVH and our business led us to take actions to protect the company, with all our internal populations – the directors, executive leadership and our associates around the world – participating in actions we took to protect stockholder value.

Proposal 1
Election of Directors

~~ELECTION OF DIRECTORS~~ ~~NOMINEES FOR ELECTION~~Professor of Management Practice in Business Administration, Harvard Business School

~~ELECTION OF DIRECTORS~~ ~~NOMINEES FOR ELECTION~~Chief Customer Officer, Best Buy Co., Inc

~~ELECTION OF DIRECTORS~~ ~~NOMINEES FOR ELECTION~~Chief Executive Officer, Steven Madden, Ltd.

For ~~over a decade,~~close to two decades, we have benefited from the tremendous contributions of ~~Mary Baglivo~~Henry Nasella. During that time, he has provided strong leadership of the Board, including as presiding director and ~~Craig Rydin. Ms. Baglivo~~Chair, and effective counsel to our Chief Executive Officers. Mr. Nasella has ~~extensive expertise in marketing, advertising and strategic planning,~~been instrumental to many of our successes as ~~well as in building high-performing brands. The experience she brought from working~~a company, starting with global clients in consumer package goods, retail and other industries was invaluable to management, as was her passion for her work on the Corporate Responsibility Committee. Mr. Rydin brought with him his over 30 yearsour acquisition of experience as an executive in the consumer products and retail industries, as well as deep knowledge of board service, having been a long-time director on several public and private company boards of directors. His extensive experience in executive compensation stemming from his service chairing the compensation committee of another company, ensured rigor was brought to the work performed by the PVH Board’s Compensation Committee.Calvin Klein. We are extremely appreciative for ~~their~~his long and dedicated service to PVH.

Corporate Governance

~~INDEPENDENCE~~
Independence

The Board of Directors has evaluated the independence of each of the directors and nominees for director in relation to the rules of the New York Stock Exchange (“NYSE”). The independence inquiry included the additional criteria for service on the Audit & Risk Management Committee and the Compensation Committee for the directors who are members of those committees. The Board determined that Mr. ~~Chirico and Mr.~~ Larsson, ~~who are employed by us, are~~our CEO, is not independent, and that each of our other current directors is independent.

In making these independence determinations, the Board of Directors considers whether a director has or had a relationship with PVH that would disqualify the individual from being considered independent under applicable regulations, that would be disclosable under applicable regulations, or that might otherwise be deemed material to the director, the director’s family or PVH, including whether there are any employment or consulting arrangements between any such individual and third parties that provide services to us. None of the directors, other than Mr. ~~Chirico and Mr.~~ Larsson, has a material relationship with PVH, either directly or as a partner, stockholder or officer of an organization that has a relationship with PVH, nor does any other director have a direct or indirect material interest in any transaction involving PVH.

The Board of Directors did consider PVH’s employment of Ms. Baglivo’s daughter when making its independence decision. Ms. Baglivo’s daughter was a full time associate until August 2020, as well as a full-time temporary associate for approximately one month in 2021. In concluding that Ms. Baglivo is independent, the Board noted that her daughter’s compensation, even on an annualized basis, was well below the threshold of $120,000 that would require disclosure under applicable Securities and Exchange Commission (“SEC”) rules.

No family relationship exists between any director or executive officer of PVH ~~with~~and any other director or executive officer.

~~LEADERSHIP STRUCTURE OF THE BOARD~~
Leadership Structure of The Board

~~Mr. Chirico, our former Chief Executive Officer, currently serves as Chairman of the Board of Directors.~~ The Board believes that no single leadership model is necessarily best for PVH and ~~that~~historically had a combined Chair and CEO with an independent presiding director. With the retirement of our former CEO as Chair, we made the decision ~~whether~~ to have an independent, ~~Chair should depend on~~non-executive Chair. Mr. Nasella currently serves in that role and Mr. Calbert is expected to succeed him when Mr. Nasella leaves the ~~circumstances. Right now, the~~Board. The Board believes that having ~~Mr. Chirico continue to lead the Board after stepping down~~an independent director serve as ~~Chief Executive Officer~~Chair is the most effective leadership structure for the Board right now as it ~~brings~~allows Mr. Larsson to focus on ~~new directors and transitions to~~his responsibilities as Chief Executive Officer. Mr. ~~Larsson’s leadership of the company. Mr. Chirico’s~~Nasella’s extensive knowledge of PVH and tenure ~~at PVH makes~~as a director, including having served as presiding director from 2007 to 2021, made him ~~uniquely~~ qualified for the Chair role. Mr. Calbert’s background as a public company director with extensive Chair experience, along with his deep expertise in the retail and consumer sectors, make him an appropriate choice to succeed Mr. Nasella as Chair.

Our Corporate Governance Guidelines provide that, if the Chief Executive Officer (or other associate) serves as Chair, or the Chair otherwise is not independent, the Nominating, Governance & Management Committee must nominate, and the independent directors must elect an independent director to serve as presiding director. Any independent director serving as presiding director will have duties similar to those described for the Chair. The Nominating, Governance & Management Development Committee is responsible for nominating the director to serve in ~~such~~that role.

~~Mr. Nasella has been our presiding director since 2007. The duties of the presiding director include:~~

In addition to ~~creating a strong,~~having an independent ~~clearly defined~~Chair (or presiding director, ~~role,~~when applicable), the Board has adopted a number of governance practices to ensure effective independent oversight. ~~The~~Among these practices, which are set forth in our Corporate Governance Guidelines, are that the members of all key Board committees must meet the independence requirements prescribed by the ~~NYSE. The~~NYSE and the Board ~~holds~~will hold executive sessions of the independent directors at the end of every Board meeting, as well as at other times the independent directors choose.

Risk Oversight

The Board of Directors oversees the management of risks related to the operation of our business. As part of its oversight, the Board receives periodic reports from members of senior management on various aspects of risk, including our enterprise risk management program, business continuity planning, and cybersecurity. Each Board committee oversees the management of risks that fall within its area of responsibility, as summarized below. In performing this function, each committee has full access to management, as well as the authority to engage advisors. Committee chairpersons report on their committees’ activities, including agenda items relating to risk, at each Board meeting following a committee meeting, and can raise risk issues with the full Board at that time. The Board and each of its committees has met with, received reports from, and worked together with management as we navigate our company and businesses through the impacts of the COVID-19 pandemic on us and our stakeholders and seek to mitigate these impacts through business, operational, financial and human capital management initiatives.

The Compensation Committee also annually performs an extensive analysis of incentive compensation arrangements throughout the company to ensure they do not create excessive or unwanted risk.

For more information, see “Risk Considerations in Compensation Programs,” which begins on page 61.

In support of these objectives, our Information Security Group (“ISG”), a global function that spans our organization, has designed a strategy using the National Institute of Standards & Technology (“NIST”) Cybersecurity Framework to mitigate cybersecurity risks that could result in the unauthorized access to and disruption of systems, as well as unauthorized access to, acquisition of and manipulation of data. In addition, ISG regularly meets with its business partners on cyber risk education and mitigation through communication of our projects and standards. Our Senior Vice President, Information Security, who reports to our Chief Information Officer, is responsible for implementing the NIST Cybersecurity Framework.

ISG has implemented and continues to improve on its cybersecurity standards, security tools, associate training programs, and security breach procedures to build a best-in-class program.

~~18 | PVH CORP. 2021 PROXY STATEMENT~~In addition, on an annual basis, we have independent providers conduct:

~~CORPORATE GOVERNANCE~~ ~~BOARD, COMMITTEE AND DIRECTOR EVALUATIONS~~Further, our Internal Audit Department evaluates our information security program and ISG function via various information security and cybersecurity audits that are performed throughout the year, as well as through Sarbanes-Oxley Section 404 testing.

~~BOARD, COMMITTEE AND DIRECTOR EVALUATIONS~~
Board, Committee and Director Evaluations

The Board believes it is important to address its role, the presentation topics at its meetings, and its capabilities and effectiveness on a regular basis. Board, director and committee evaluations — and discussions about the results of those evaluations — are integral to this process. The Nominating, Governance & Management Development Committee oversees the annual Board evaluation process.

We had stated in the past that the Nominating, Governance & Management Development Committee had decided to retain an outside consultant to assist with an assessment of the Board and the directors. The Committee subsequently determined that the assessment it envisioned was largely encompassed in its existing Board refreshment program, which involves looking at the expertise of all of the independent directors, the Board’s evolving needs, and the proximity of the current directors to our mandatory retirement age. For this and other reasons, the Committee decided to defer the separate assessment until some time after it completes the current phase of the refreshment program.

~~BOARD REFRESHMENT~~
Board Refreshment

The Nominating, Governance & Management Development Committee follows a formal, ongoing process for director succession and is actively engaged in a refreshment ~~process for a number of reasons, including the fact that several directors are at or approaching mandatory retirement age.~~process. Our refreshment process is designed to ensure we have the ~~full~~appropriate breadth and depth of experience on the Board ~~that is needed~~ to effectively perform the Board’s responsibilities. Our addition of ~~five~~four independent new directors in the past five and a half years ~~evidences~~(with only two directors having tenures of more than nine and a half years) demonstrates the success of this ~~process;~~process.

The Nominating, Governance & Management Development Committee uses a skills matrix to assess the strengths and needs of the Board in relation to our current business strategy, expected future strategic needs, and the current state of our industry. The matrix incorporates areas of operating and industry experience that Committee members have determined should be represented on our Board. Using directors’ self-assessments and assessments from the other directors and management, including our Executive Vice President, Global Talent Management, the Committee populates the matrix, showing the extent to which each current director has the desired qualities and skills.

The Nominating, Governance & Management Development Committee reviews the skills matrix, along with individual director demographics, tenure and committee memberships, and considers our total Board composition and demographics compared to our peers, to determine whether we need to add directors with specific qualities or skills.

The Nominating, Governance & Management Development Committee believes our Board of Directors is most effective when its members represent a mix of the attributes, skills and experience shown below.

In evaluating potential new directors, the Nominating, Governance & Management Development Committee will consider the needs identified by our formal review process and the resulting skills matrix, and also may consider factors such as each candidate’s professional experience; business, charitable or educational background; performance in current position; reputation; age; and service on other boards of directors. Potential candidates have been identified at various times by members of the Board, by a third-party search and recruiting firm retained for that purpose (as was the case with ~~Ms. Peterson and~~ Mr. ~~Cheeks)~~Calbert), and by senior executives.

The Nominating, Governance & Management Development Committee will consider a nominee recommended by a stockholder if the recommendation is made in writing and includes (i) the qualifications of the proposed nominee to serve on the Board, (ii) the principal occupations and employment of the proposed nominee during the past five years, (iii) each directorship currently held by the proposed nominee, and (iv) a statement that the proposed nominee has consented to the nomination. The recommendation should be addressed to our Secretary. The expectation is that candidates recommended by stockholders ~~would~~will be evaluated in substantially the same way we evaluate candidates identified by the Committee.

The Nominating, Governance & Management Development Committee considers the diversity of the Board and potential candidates in selecting new directors, and, in connection with the current Board refreshment program, has instructed search and recruiting firms to include female and diverse candidates in all pools of prospective directors that they present, but does not have a specific policy in that regard. In practice, the Committee reviews whether a candidate would contribute to the diversity of skills, abilities, and experiences represented in our skills matrix, as well as the candidate’s race, ethnicity and gender. We are proud of the diversity of backgrounds that characterize our current Board of Directors, including that ~~more than one-third~~almost half of our nominees for director are women or underrepresented minorities and believe that our diversity provides significant benefits to PVH.

We ~~amended our By-Laws in 2019 to adopt~~have a proxy access ~~provision.~~provision in our By-Laws. This provision allows stockholders to nominate director candidates for election to our Board, and for those director candidates to be included in our proxy materials. Under our proxy access by-law, a group of up to 20 stockholders that collectively has owned at least 3% of our common stock for at least three years may nominate director candidates constituting up to the lesser of two directors and 20% of our Board, subject to certain informational and procedural requirements.

The Nominating, Governance & Management Development Committee evaluated a number of different factors and potential formulations in adopting our proxy access by-law before recommending it to the Board for approval. We believe ~~the version we adopted provides~~our proxy access provision gives stockholders ~~with~~a meaningful ~~participation~~opportunity to participate in the director nomination process, while also imposing reasonable thresholds to avoid unnecessary administrative costs and to ensure the nominating stockholders have an appropriate and genuine interest in PVH and its governance.

Directors cannot be nominated for re-election if they will be 72 on the date of the applicable annual meeting, absent a waiver by the Nominating, Governance & Management Development Committee and the full Board. The Board ~~has~~believes that imposing a mandatory retirement age is an effective way to ensure director refreshment.

The Board had granted a waiver to Mr. Nasella due to his continued strong leadership, performance, and contributions to the Board and the committees on which he ~~sits. The Board believes that imposing a mandatory retirement age is an effective way to ensure director refreshment.~~sat.

Stockholder Engagement

~~We regularly engage with stockholders to understand their perspectives on our company, our business and their concerns.~~
We regularly engage with stockholders to understand their concerns and their perspectives on our company and our business. Our CEO, CFO, Interim CFO and head of investor relations ~~held discussions during 2020 with approximately 75% of our top 15 stockholders who are active managers~~ ~~(i.e.~~, excluding index funds and others who do not meet with management) and who hold approximately 35% of PVH’s outstanding shares. We meet with and speak to stockholders during appearances by management at scheduled events, as well as in one-on-one meetings and through conference calls held throughout the year.
We held discussions during ~~2020~~2021 with ~~approximately~~ over 80% of our top 15 stockholders who are active managers (i.e., excluding index funds and others who do not meet with management) and who hold nearly 50% of PVH’s outstanding shares. We meet with and speak to stockholders during appearances by management at scheduled events, as well as in one-on-one meetings and through conference calls held throughout the year.
We held discussions
during 2021 with over
80~~75%~~%
of our top 15
stockholderswho are
active managers

Our discussions with stockholders in ~~2020~~2021 often were focused on the impacts of the pandemic on our business and finances and the actions we were taking to safeguard both. Additionally, our CEO transition and the strategic vision of our new CEO were often discussed. Other common issues discussed included:

◾• Our long-term growth targets
◾• Our senior leadership team
◾• Growth opportunities for each of our branded businesses, including regional and category opportunities
◾• Our approach to managing the brand portfolio
◾• Our plans and perspectives on, as well as expected impact on us of, macroenvironmental issues
◾• The competitive landscape and how we are positioned to gain market share, particularly in North America
◾• Our initiatives to grow digital commerce
◾• Our consumer engagement initiatives, both globally and regionally
◾• Infrastructure investments, including developing a consumer data platform for improving insights and data analytics, as well as for supply chain optimization and speed to market initiatives
◾• Free cash flow, particularly how it is used for capital allocation, such as stock repurchases and dividend policy
◾• Our corporate responsibility program

We also engage with stockholders on our compensation practices, most notably on CEO compensation, and periodically seek input regarding our compensation program and the compensation paid to our senior executives. The Compensation Committee has discussed and considered communications received from stockholders relating to our compensation program, and, in the past, the Committee Chair has responded to inquiries. In addition, the members of the Compensation Committee typically attend our Annual Meeting and are available to answer questions regarding our compensation program.

Feedback from our stockholders typically is positive, and we generally have not received any requests to undertake changes to our compensation practices, adopt corporate governance measures, undertake additional (or enhance existing) corporate responsibility initiatives, or expand our engagement practices.

~~DIRECTOR RESIGNATION POLICY~~
Director Resignation Policy

The election of directors in an uncontested election requires the affirmative vote of a majority of the votes cast at an annual meeting. Our Corporate Governance Guidelines provide that a director seeking re-election who does not receive a majority vote of stockholders must offer a letter of resignation. The Nominating, Governance & Management Development Committee will make a recommendation to the full Board on whether to accept or reject any such resignation, or whether other action should be taken. The Board must act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date election results are certified. ~~Our Corporate Governance Guidelines provide that the~~The Nominating, Governance & Management Development Committee and the Board may consider any factors and information ~~that~~ they consider appropriate and relevant in making their respective decisions. The director who has tendered a resignation cannot participate in ~~the Committee or Board~~formal discussions ~~regarding~~about whether to accept that resignation.

~~22  |~~  PVH ~~CORP. 2021 PROXY STATEMENT~~
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Director On-Boarding

~~CORPORATE GOVERNANCE~~ ~~DIRECTOR ON-BOARDING~~
~~DIRECTOR ON-BOARDING~~
~~We conduct a comprehensive on-boarding process for new directors.~~ We believe a wide-ranging orientation is important in positioning new directors for ~~success.~~success, so we conduct a comprehensive on-boarding process. The process includes pairing each new director with a seasoned member of the Board who serves as a peer mentor for the first three to six months. In addition, new directors participate in a corporate, business and financial orientation program that involves substantive individual meetings with senior executives. For example, the Chief Executive Officer will brief new directors on current business and strategy; the Chief ~~Operating &~~ Financial Officer will speak about our financial performance; the ~~Treasurer and Executive Vice President, Chief Strategy Officer, who leads~~leader of our Investor Relations team will discuss our capital structure, the stockholder base and investor relations; the General Counsel will discuss corporate governance, periodic reporting and stock-related matters; and the Chief People Officer will report on human resources strategies, key talent and succession planning. In addition, senior executives inof our ~~Tommy Hilfiger, Calvin Klein and Heritage Brands~~brand businesses provide an overview of their respective businesses. The orientation ~~also~~extends to the Board committees on which a new director will sit, and includes an introductory session with the Chair or other committee members ~~of the Board committee on which the new director will sit,~~ and ~~may also include~~potentially executives and outside advisors who work with ~~that~~the committee. ~~SEC~~Securities and Exchange Commission (“SEC”) filings and other information are provided as a background resource. We endeavor to have all new directors visit our European headquarters in Amsterdam within their first year of service.

~~ONGOING DIRECTOR EDUCATION~~
Ongoing Director Education

We have created a website for directors that is part of our PVH University learning management platform. The site provides directors with access to information on director educational conferences and programs, our PVH Complies compliance training courses, and the extensive library of courses we offer to our associates. ~~The~~To help directors use the site ~~identifies~~more efficiently, programs, conferences and classes recommended by other directors and our Talent Development ~~Team.~~Team are identified.

We encourage directors to pursue educational opportunities to enable them to better perform their duties and to learn about emerging issues. Moreover, our Corporate Governance Guidelines strongly encourage directors to attend at least one external director education program per year. We provide access to educational materials and resources, including subscriptions to outside publications relevant to governance and our industry, and membership in governance organizations. We do not limit the amount of time or money that can be spent on director education, although we do evaluate the courses and conferences to ~~make certain~~confirm the subject matter is appropriate for the director and their role. We recommend courses that directors have found worthwhile, and directors can identify other programs they think will support them in their roles. Directors ~~determine~~attended 12 external courses and conferences in 2021 on topics including cybersecurity (which all members of the ~~amount of education they deem appropriate.~~Audit & Risk Management Committee and two other directors attended), environmental, social and governance, and board committee functions.

The Nominating, Governance & Management Development Committee may request that directors seek out particular education programs or that the Board receive presentations based on results from the Board questionnaires and individual director self-assessments.

We often incorporate travel to PVH facilities and facilities operated by business partners to educate directors on our global operations, as well as matters related to the committees on which they serve. For example, the entire Board traveled in 2019 to Amsterdam, where our European headquarters is based, and Dusseldorf, the headquarters for the largest business in Europe. The meetings there enabled the Board to meet with key members of management in those offices, to meet the country managers of each European office, and to tour our offices and certain key retail operations. Trips of this nature were impossible for most of 2020 and 2021, but we aspire to reinstate them once international travel ~~like this~~ becomes appropriate again.

~~MANAGEMENT SUCCESSION PLANNING~~
Management Succession Planning

The Nominating, Governance & Management Development Committee ~~has implemented a~~engages in detailed ~~plan regarding~~ succession planning. Succession plans for the Chief Executive Officer and the senior management team are reviewed at least annually and updated as necessary. The Committee presents a status report on succession plans annually to the full Board.
The succession-planning process includes both identifying and developing plans for promising internal candidates and, with respect to CEO succession, identifying external candidates. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises. This process most recently culminated in the hiring in 2019 of Mr. Larsson in the newly created position of President. Mr. Larsson has since assumed the role of Chief Executive Officer and joined the Board.

PVH ~~CORP. 2021 PROXY STATEMENT  |  23~~
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~~CORPORATE GOVERNANCE~~  ~~HOW TO CONTACT THE BOARD~~
~~HOW TO CONTACT THE BOARD~~
Stockholders and other interested parties may send communications to the Board of Directors (or specified group of individual directors, such as the non-management directors and the presiding director). Any such communication should be addressed to the Board (or individual director) in care of the Secretary of PVH Corp., 200 Madison Avenue, New York, New York, 10016-3903.
~~COMMITTEES~~
Committees

The Board of Directors has four standing committees: Audit & Risk Management; Compensation; Nominating, Governance & Management Development; and Corporate Responsibility. Each committee has a written charter adopted by the Board of Directors that is available on our website at PVH.com/investor-relations/governance. The Board has determined that all members of the four standing committees satisfy the independence requirements under NYSE listing standards and SEC rules.

Audit & Risk Management Committee

~~Edward R. Rosenfeld~~ ~~(Chair)~~
~~V. James Marino~~
~~Amy McPherson~~
~~9 MEETINGS IN 2020~~
Edward R.
Rosenfeld (Chair)
V. James Marino
Amy McPherson
9 Meetings in 2021
The Audit & Risk Management Committee is directly responsible for the appointment, compensation, and oversight of the work of the outside auditing firm. In addition, the Audit & Risk Management Committee helps the Board fulfill its oversight functions relating to the quality and integrity of our financial reports by:

◾
•   monitoring our financial reporting process and internal audit function;
◾
•   monitoring the outside auditing firm’s qualifications, independence, and performance; and
◾
•   performing such other activities consistent with its charter and our By-laws as the Committee or the Board deems appropriate.
The Board has determined that all members of the Audit & Risk Management Committee meet the heightened independence requirements for purposes of audit committee service under NYSE listing standards and SEC rules, and each also qualifies as an “audit committee financial expert,” as defined in SEC rules.

~~The Board has determined that all members of the Audit & Risk Management~~Compensation Committee meet the heightened independence requirements for purposes of audit committee service under NYSE listing standards and SEC rules, and each also qualifies as an “audit committee financial expert,” as defined in SEC rules.

Amanda Sourry (Chair)
Henry Nasella
Michael M. Calbert
(beginning May 2022)
Craig Rydin
(served until June 2021, when he retired from the Board)
Allison Peterson
8 Meetings in 2021
The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers. The Compensation Committee also has overall responsibility for evaluating and approving, or recommending to the Board for approval, all of our compensation plans, policies, and programs, and is responsible for preparing the Compensation Committee Report that appears in this Proxy Statement. The Compensation Committee is authorized to delegate limited authority to enable the Chief Executive Officer to make equity awards subject to parameters the Committee establishes. For more information on the CEO’s ability to grant equity awards, see “Compensation Committee Process,” which begins on page 44.
Our Chief Executive Officer; Chief People Officer; Executive Vice President, Global Compensation, Benefits and HR Systems; and General Counsel regularly attend and participate in Compensation Committee meetings, as do representatives of ClearBridge Compensation Group, the Committee’s independent compensation consultant since 2009. For more information on the independent compensation advisor, see “Independent Compensation Consultant,” which begins on page 46.
The Board has determined that all members of the Compensation Committee meet the heightened independence requirements for purposes of compensation committee service under SEC rules.
There were no interlocks or relationships involving any member of the Compensation Committee during 2021 that are required to be disclosed under the SEC’s rules or proxy regulations.

PVH Corp.
~~Amanda Sourry~~ ~~(Chair)~~
~~Henry Nasella~~
~~Allison Peterson (beginning~~
~~January 2021)~~
~~Craig Rydin~~
~~14 MEETINGS IN 2020~~
The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers. The Compensation Committee also has overall responsibility for evaluating and approving, or recommending to the Board approval of, all of our compensation plans, policies, and programs, and is responsible for preparing the Compensation Committee Report that appears in this  2022 Proxy Statement. The Compensation Committee is authorized to delegate limited authority to enable the Chief Executive Officer to make equity awards subject to parameters the Committee establishes. For more information on the CEO’s ability to grant equity awards, see “Compensation Committee Process,” which begins on page 42.
Our Chief Executive Officer, Chief People Officer, Executive Vice President, Global Compensation, Benefits and HR Systems, and General Counsel regularly attend and participate in Compensation Committee meetings, as do representatives of ClearBridge Compensation Group, the Committee’s independent compensation consultant since 2009. For more information on the independent compensation advisor, see “Independent Compensation Consultant,” which begins on page 44.
The Board has determined that all members of the Compensation Committee meet the heightened independence requirements for purposes of compensation committee service under the Internal Revenue Code of 1986 (the “Code”) and SEC rules.
~~There were no interlocks or relationships involving any member of the Compensation Committee during 2020 that are required to be disclosed under the SEC’s rules or proxy regulations.~~
~~24  |  PVH CORP. 2021 PROXY STATEMENT~~
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~~CORPORATE GOVERNANCE~~  ~~COMMITTEES~~Nominating, Governance & Management Development Committee

~~Nominating, Governance & Management Development Committee~~
Joseph Fuller
(Chair)
Michael M. Calbert (beginning May 2022)
Amy McPherson
Henry Nasella
J~~oseph Fuller~~ ~~(Chair)~~
~~Amy McPherson (beginning~~
~~June 2020)~~
~~Henry Nasella~~
~~Craig Rydin (through June 2020)~~
Amanda Sourry
5 Meetings in 2021
~~7 MEETINGS IN 2020~~
The Nominating, Governance & Management Development Committee is charged with:

◾
•   identifying individuals qualified to become Board members;
•   recommending director nominees to the Board;
•   recommending members for each Board committee;
•   overseeing Board, committee and director evaluations;
•   recommending the Corporate Governance Guidelines relating to Board service;
•   conducting Chief Executive Officer succession planning, and monitoring succession planning for senior management;
•   monitoring senior management development; and
•   monitoring issues of corporate culture and conduct.

◾ ~~recommending director nominees to the Board;~~
◾ ~~recommending members for each Board committee;~~
◾ ~~overseeing Board, committee and director evaluations;~~
◾ ~~recommending the Corporate Governance Guidelines relating to Board service;~~
◾ ~~conducting Chief Executive Officer succession planning, and monitoring succession planning for senior management;~~
◾ ~~monitoring senior management development; and~~
◾ ~~monitoring issues of corporate culture and conduct.~~
Corporate Responsibility Committee

G. Penny McIntyre (Chair)
~~Mary Baglivo~~
Brent Callinicos
George Cheeks (beginning
March 2021)
4 Meetings in 2021
~~5 MEETINGS IN 2020~~
The Corporate Responsibility Committee is charged with acting in an advisory capacity to the Board and management with respect to policies and strategies that affect PVH’s role as a socially responsible organization, generally consisting of oversight and guidance inwith respect ofto Forward Fashion. Forward Fashion. ~~Forward Fashion~~ is our corporate responsibility program intended to transform how clothes are made and (re)used and move our business and the fashion industry toward a more innovative and responsible future. The Committee also receives reports on our Inclusion & Diversity program, PVH University, The PVH Foundation (our charitable and philanthropic organization), our business resource groups (affinity groups for working ~~parents,~~parents; Black, Latinx, and Asian American and Pacific Islander ~~associates, women,~~associates; women; members of the LGBTQIA+ ~~community,~~community; and other communities within PVH), and other ways we advance our core values.
~~PVH CORP. 2021 PROXY STATEMENT  |  25~~

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~~CORPORATE GOVERNANCE~~  ~~MEETINGS~~
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Meetings
Our Corporate Governance Guidelines require all members of the Board of Directors to use reasonable efforts to attend, in person or by telephone or video conference, all meetings of the Board and of any committees on which they serve, as well as the annual meeting of stockholders. All of our directors who were nominees for election at the 2021 Annual Meeting of Stockholders attended the meeting, and we expect all nominees for director to attend the 2022 meeting. There were six meetings of the Board of Directors during 2021. During 2021, our directors attended 97.5% of the Board meetings (two directors each missed one meeting) and 98.8% of the meetings of the committees on which they served during the year (one director missed one committee meeting).

~~MEETINGS~~97.5%
Attendance
at Board meetings and
98.8% at Committee meetings

Our Corporate Governance Guidelines require all members of the Board of Directors to use reasonable efforts to attend, in person or by telephone or video conference, all meetings of the Board and of any committees on which they serve, as well as the annual meeting of stockholders. All of our directors who were nominees for election at the 2020 Annual Meeting of Stockholders attended the meeting, and we expect all nominees for director to attend the 2021 meeting. There were ten meetings of the Board of Directors during 2020. All of our directors during 2020 attended 100% of the meetings of the Board and the committees on which they served during the year (with respect to the portion of the year they served).
Board meetings typically cover four categories of business, as described below.

• Corporate governance matters.These discussions include approval of minutes and dividends, committee reports, and the review of committee charters, Board policies, and SEC filings.
• Standing agenda items.These discussions address matters such as business and financial updates, budget review and approval, corporate strategy and strategic opportunities/alternatives, capital structure, stockholder activism, and updates on enterprise risk management, corporate responsibility and other programs.
• Topical issues.The Board receives presentations on and, as appropriate, considers matters such as competitive and industry developments, advertising and marketing campaigns, regulatory updates, capital programs, and initiatives like ~~speed-to-market, Africa~~speed- to-market, sourcing, health and safety of employees and those in our supply chain, leadership transitions and organizational restructurings.
• Transaction-related discussions and approvals.The Board discusses issues such as financings, acquisitions and joint ventures when they arise.

To ensure that the Board is fully informed about issues under discussion, meetings often include presentations by our corporate officers, senior executives or internal subject matter experts, and outside advisors and consultants. One meeting each year typically is convened for several days to give directors an opportunity to consider and discuss at length matters such as strategy, opportunities, business strengths and weaknesses, and competitive threats. This meeting also provides the directors with exposure to and the opportunity to interact with a large contingent of executives from the global management team. These interactions help the Board assess the talent pool globally. ~~We did not hold this meeting in 2020 due to the pandemic.~~
~~EXECUTIVE SESSIONS~~
Each Board meeting begins in an executive session of all of the directors (along with the corporate secretary). This session includes an overview of the agenda by the Chief Executive Officer and a preview of some of the key issues confronting management. In addition, the executive session gives directors an opportunity to prepare possible lines of questioning for management and outside advisors and enables the Board to discuss issues that they do not want to raise with the rest of management present. On occasion, members of management other than the CEO and the corporate secretary will be invited to participate with respect to discrete items.
Our independent directors also meet at the end of each regular meeting (and other times) in executive session to discuss Board presentations, management performance, and the performance of our Chief Executive Officer. Mr. Nasella, our presiding director, leads these executive sessions.
~~CEO EVALUATION~~
Mr. Nasella meets with our Chief Executive Officer at least annually to discuss the Board’s feedback on the CEO’s performance and areas for improvement. The feedback is elicited through a written performance evaluation completed by each director that solicits both quantitative and qualitative responses regarding five key areas of performance: Leadership and People; Strategic Planning; Financial Results; External Relations; and Board Relations.
~~26  |  PVH CORP. 2021 PROXY STATEMENT~~

Executive Sessions
Each Board meeting begins in an executive session of all the directors (along with the Secretary). This session includes an overview of the agenda by the Chief Executive Officer and a preview of some of the key issues confronting management. In addition, the executive session gives directors an opportunity to prepare possible lines of questioning for management and outside advisors and enables the Board to discuss issues that they do not want to raise with the rest of management present. On occasion, additional members of management are invited to participate with respect to discrete items.
Our independent directors also meet at the end of each regular meeting (and other times) in executive session to discuss Board presentations, management performance, and the performance of our Chief Executive Officer. Mr. Nasella, who served as our presiding director before becoming Chair on December 31, 2021, led these executive sessions during 2021.
CEO Evaluation
The Chair (or if the Chair is not an independent director, the presiding director) meets with our Chief Executive Officer at least annually to discuss the Board’s feedback on the CEO’s performance and suggest areas for improvement. The feedback is elicited through a written performance evaluation completed by each director that solicits both quantitative and qualitative responses regarding five key areas of performance: Leadership and People; Strategic Planning; Financial Results; External Relations; and Board Relations.
PVH Corp.  2022 Proxy Statement  /  29

~~CORPORATE GOVERNANCE~~  ~~TRANSACTIONS WITH RELATED PERSONS~~
~~TRANSACTIONS WITH RELATED PERSONS~~
~~SEC rules require us~~Back to Contents
Transactions With Related Persons
SEC rules require us to disclose ~~certain transactions with “related persons.” These are transactions, subject to~~ certain transactions with “related persons.” These are transactions, with some exceptions, involving amounts in excess of $120,000 between PVH on one side and one of the following categories of people on the other side:

◾
• a current director or executive officer;
◾
• a person who, during our most recently completed fiscal year, served as a director or executive officer;
◾
• a nominee for director;
◾
• a holder of more than 5% of our common stock; or
◾
• an immediate family member of any of the foregoing persons.
~~The only transactions that meet these criteria are as follows:~~
◾ Dominic Chirico, a son of Emanuel Chirico, has worked in our Calvin Klein business since September 2010. Dominic Chirico received compensation of approximately $398,000, consisting of salary and bonus, with respect to 2020.

◾ Vincent Chirico, a son of Emanuel Chirico, works in our Calvin Klein business and has worked at the company since September 2014. Vincent Chirico received compensation of approximately $157,000, consisting of salary and bonus, with respect to 2020.
The only transactions that meet these criteria are as follows:
• Dominic Chirico, a son of Emanuel Chirico (who served as a director until December 31, 2021), has worked in our Calvin Klein business since 2010. Dominic Chirico received compensation of approximately $392,000, consisting of salary and bonus, with respect to 2021.
• Vincent Chirico, a son of Emanuel Chirico, works in our Calvin Klein business and has worked at our Company since 2014. Vincent Chirico received compensation of approximately $153,000, consisting of salary and bonus, with respect to 2021.

The Audit & Risk Management Committee is required to review and approve any transaction between PVH and any director or executive officer that will, or is reasonably likely to, require disclosure under SEC rules. In determining whether to approve any such transaction, the Committee will consider the following factors, among others, to the extent relevant to the transaction:

◾
• whether the terms of the transaction are fair to PVH and on the same basis as would apply if the transaction did not involve a related person;
◾
• whether there are business reasons for PVH to enter into the transaction;
◾
• whether the transaction would impair the independence of an outside director; and
◾
• whether the transaction would present an improper conflict of interest for a director or executive officer, taking into consideration such factors as the Committee deems relevant, such as the size of the transaction, the overall financial position of the individual, the direct or indirect nature of the individual’s interest in the transaction, and the ongoing nature of any proposed relationship.
~~Additionally, under our Code of Business Conduct & Ethics and our Conflict of Interest Policy, our directors and associates, including executive officers, have a duty to report all potential conflicts~~ of interest ~~including transactions with related persons. We have established procedures~~ for ~~reviewing and approving disclosures under~~a director or executive officer, taking into consideration such factors as the ~~Conflict of Interest Policy and all disclosures are discussed annually with the Audit & Risk Management Committee.~~
~~GOVERNING DOCUMENTS~~
~~Corporate Governance Guidelines.~~ ~~Our Corporate Governance Guidelines address matters~~Committee deems relevant, such as ~~director qualifications and responsibilities, Board committees and their charters,~~ the ~~responsibilities~~size of the ~~presiding director, director independence, director access to management, director compensation, director orientation and education, evaluation~~transaction, the overall financial position of ~~management, management development and succession planning, and annual performance evaluations for~~ the ~~Board. The Nominating, Governance & Management Development Committee reviews~~individual, the ~~Corporate Governance Guidelines annually and determines whether to recommend changes to~~direct or indirect nature of the ~~Board.~~
~~Code of Ethics for Chief Executive Officer and Senior Financial Officers.~~ ~~Our Code of Ethics is designed to ensure full, fair, accurate, timely and understandable disclosure~~individual’s interest in the ~~periodic reports we file with~~transaction, and the ~~SEC. We intend to disclose on our website~~ongoing nature of any amendments to, or waivers of, the Code of Ethics that would otherwise be reportable on a Current Report on Form 8-K. Any such disclosure will be posted within four business days following the date of the amendment or waiver.
~~Code of Business Conduct and Ethics.~~ The Code of Conduct, which applies to all PVH directors, officers and associates, addresses matters such as conflicts of interest, insider trading, confidentiality of PVH’s proprietary information, and discrimination and harassment.
~~All of these documents, as well as the charters for our four standing committees, are posted on our website at PVH.com/ investor-relations/governance.~~
~~PVH CORP. 2021 PROXY STATEMENT  |  27~~proposed relationship.
Additionally, under our Code of Business Conduct & Ethics and our Conflict of Interest Policy, our directors and associates, including executive officers, have a duty to report all potential conflicts of interest, including transactions with related persons. We have established procedures for reviewing and approving disclosures under the Conflict of Interest Policy and all disclosures are discussed annually with the Audit & Risk Management Committee.

Governing Documents
Corporate Governance Guidelines. Our Corporate Governance Guidelines address matters such as director qualifications and responsibilities, Board committees and their charters, the responsibilities of the presiding director, director independence, director access to management, director compensation, director orientation and education, evaluation of management, management development and succession planning, and annual performance evaluations for the Board. The Nominating, Governance & Management Development Committee reviews the Corporate Governance Guidelines annually and determines whether to recommend changes to the Board.
Code of Ethics for Chief Executive Officer and Senior Financial Officers. Our Code of Ethics is designed to ensure full, fair, accurate, timely and understandable disclosure in the periodic reports we file with the SEC. We intend to disclose on our website any amendments to, or waivers of, the Code of Ethics that would otherwise be reportable on a Current Report on Form 8-K. Any such disclosure will be posted within four business days following the date of the amendment or waiver.
Code of Business Conduct and Ethics. The Code of Conduct, which applies to all PVH directors, officers and associates, addresses matters such as conflicts of interest, insider trading, confidentiality of PVH’s proprietary information, and discrimination and harassment.
All of these documents, as well as the charters for our four standing committees, are posted on our website at PVH.com/investor-relations/governance.
PVH Corp.  2022 Proxy Statement  /  30

~~CORPORATE GOVERNANCE~~  ~~VALUES, GOVERNANCE, HUMAN CAPITAL RESOURCES AND CORPORATE RESPONSIBILITY~~
~~VALUES, GOVERNANCE, HUMAN CAPITAL RESOURCES AND CORPORATE RESPONSIBILITY~~
Throughout our 140 year history, we have been passionate about doing the right thing. Our values — individuality, partnership, passion, integrity and accountability — define who we are as a company and we encourage our associatesBack to ~~embody them every day.~~
~~As a purpose-led company, we strive to deliver success for all of our stakeholders — from our stockholders to our business partners and the communities and consumers that we serve every day.~~
~~Upholding Our Values~~
Our commitment to our stockholders goes beyond taking responsible actions to increase stockholder value. We are proud that our efforts in regards to business conduct, inclusivity, human capital and sustainability have resulted in PVH being recognized publicly in a variety of ways. In 2020, we appeared on ~~Fortune~~ magazine’s lists of “100 Best Workplaces for Diversity” and “The World’s Most Admired Companies” (having also appeared in 2019) and, earned a perfect score in the Human Rights Campaign’s (HRC) Corporate Equality Index for the third straight year, in addition to being ranked #19 on ~~Barron’s~~ ~~list of “100 Most Sustainable Companies in America” (our third straight year on the list) and being re-certified as a~~ ~~Great Place to Work~~ ~~in the U.S.~~
Integrity and accountability are pillars in our conduct of business. We maintain a whistleblower reporting system with online and telephone reporting options. The system is operated by an independent third party. There are reporting options available to our associates, workers at our suppliers’ factories, talent used in our marketing shoots, and employees of our joint ventures. The associate option, which supplements internal reporting options, is available in 15 languages and allows for reporting on an anonymous basis (except when prohibited by law). We have a strict non-retaliation policy to protect associates who report suspected misconduct in good faith, as well as those who cooperate in any investigation.
~~Governance~~
We are committed to excellence in corporate governance, regularly reviewing our practices and considering adopting new, and changing existing, governance practices as practices evolve. We moved from a classified Board to annual elections well before it was a common practice and our Audit & Risk Management Committee has had a decades’ long commitment to independence and meticulous oversight. We recently completed a CEO transition that was part of a rigorous, multi-year succession planning process in which we considered both internal and external candidates, which went into its final phases with the hiring of an external candidate and his
~~evaluation and ultimate transition into the role starting almost two years ago.~~
We have, in recent years, eliminated (with overwhelming stockholder support) the supermajority voting provisions in our Certificate of Incorporation, and other antitakeover defenses. We amended our Stock Incentive Plan in 2020 (again, with strong stockholder support) to include provisions, such as a cap on annual director awards, not paying dividend equivalents on unvested time-vested awards unless they vest and not accruing dividend equivalents on performance-based awards, and making awards subject to recoupment. These actions are viewed as best governance practices.
~~Human Capital Resources~~
We believe that attracting, developing and retaining diverse talent is critical to our long-term success. To facilitate talent attraction and retention, we strive to create a strong associate experience and a diverse and inclusive workplace, with opportunities for our associates to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities.
~~Inclusion and Diversity~~
We seek to cultivate an environment of inclusion, belonging and equity for all to build a better workplace, drive innovation in the marketplace and create positive impacts in our communities. We believe we benefit from the unique strengths that each of our associates brings to the workplace, and that a diverse workforce is critical to our long-term success. We strive to improve continuously and make PVH an inclusive work environment through diversity recruitment, development programs, and equitable policies and initiatives. One example is our business resource groups, which are associate-initiated and associate-led groups that foster an inclusive culture and are intended to contribute to the overall success of the business. These groups, which are dedicated to bringing associates together to increase professional and social networks, enhance career development and business acumen, and contribute
~~28  |  PVH CORP. 2021 PROXY STATEMENT~~Contents
How To Contact The Board
Stockholders and other interested parties may send communications to the Board of Directors (or a specified group of individual directors, such as the non-management directors or the Chair). Any such communication should be addressed to the Board (or individual director) in care of the Secretary of PVH Corp., 285 Madison Avenue, New York, New York 10017.

Values, Governance, Human Capital Resources and Corporate Responsibility
Throughout our 140 year history, we have been passionate about doing the right thing. Our values — individuality, partnership, passion, integrity and accountability — define who we are as a company and we encourage our associates to embody them every day.
As a purpose-led company, we strive to deliver success for all of our stakeholders — from our stockholders to our business partners and the communities and consumers that we serve every day.
Upholding Our Values
Our commitment to our stockholders goes beyond taking responsible actions to increase stockholder value. We are proud that our efforts in regards to business conduct, inclusivity, human capital and sustainability have resulted in PVH being recognized publicly in a variety of ways. In 2021, we ranked #5 on Barron’s 100 Most Sustainable Companies list for 2022 and #1 in apparel retail category; Tommy Hilfiger ranked 5^thon the Environmental, Social and Governance (ESG) category of the Vogue Business Index; we received 100% on the Human Rights Coalition’s 2022 Corporate Equality Index for the sixth year in a row for our corporate policies and practices related to LGBTQIA+ workplace equality; we ranked #9 on Fortune magazine’s Measure Up list of the top 20 most progressive companies in Inclusion & Diversity; and we were re-certified as a Great Place to Work in the U.S.
Integrity and accountability are pillars in our conduct of business. We maintain a whistleblower reporting system operated by an independent third party with online and telephone reporting options. There are reporting options available to our associates, workers at our suppliers’ factories, talent used in our marketing shoots, and employees of our joint ventures. The associate option, which supplements internal reporting options, is available in 15 languages and allows for reporting on an anonymous basis (except when prohibited by law). We have a strict non-retaliation policy to protect associates who report suspected misconduct in good faith, as well as those who cooperate in any investigation.
Governance
We are committed to excellence in corporate governance, regularly reviewing our practices and considering adopting new, and changing existing, governance practices as best practices evolve.
We moved from a classified Board to annual elections well before it was a common practice and our Audit & Risk Management Committee has had a decades-long commitment to independence and meticulous oversight.
We recently completed a CEO transition that was part of a rigorous, multi-year succession planning process in which we considered both internal and external candidates. This transition also led to our reconsideration of separating the Board Chair and CEO roles and led to our eventual appointment of an independent, non-executive Chair at the end of 2021.
Other relatively recent governance improvements include the elimination (with overwhelming stockholder support) of the supermajority voting provisions in our Certificate of Incorporation, and other antitakeover defenses; and the amendment of our Stock Incentive Plan (again, with strong stockholder support) to include provisions, such as a cap on annual director awards, not paying dividend equivalents on unvested time-vested awards unless they vest, and not accruing dividend equivalents on performance-based awards, and making awards subject to recoupment.
PVH Corp.  2022 Proxy Statement  /  31

~~CORPORATE GOVERNANCE~~  ~~VALUES, GOVERNANCE, HUMAN CAPITAL RESOURCES AND CORPORATE RESPONSIBILITY~~
Back to ~~building a more inclusive work environment, are supported by our global and regional Inclusion and Diversity (“I&D”) Councils.~~

In 2020, we hired a Chief Diversity Officer to lead the development and implementation of an integrated global I&D strategy and work to enhance our ability to attract, develop, retain and promote diverse talent. The diversity of the Board of Directors continues to be a focus of the Board refreshment program. The five independent directors who have joined the Board since 2015 include four women and a director who self-identifies as BlackContents
Human Capital Resources
We believe that attracting, developing and retaining diverse talent is critical to our long-term success. To facilitate talent attraction and retention, we strive to create a strong associate experience and a diverse and inclusive workplace, with opportunities for our associates to grow and develop in their careers, supported by competitive compensation, benefits and health and wellness programs, and by programs that build connections between our associates and their communities.
Inclusion and diversity
We seek to cultivate an environment of inclusion, belonging and equity for all to build a better workplace, drive innovation in the marketplace and create positive impacts in our communities. We believe we benefit from the unique strengths that each of our associates brings to the workplace, and that a diverse workforce is critical to our long-term success. We strive to improve continuously and make PVH an inclusive work environment through diversity recruitment, development programs, and equitable policies and initiatives. One example is our business resource groups, which are associate-initiated and associate-led groups that foster an inclusive culture and are intended to contribute to the overall success of the business. These groups, which are dedicated to bringing associates together to increase professional and social networks, enhance career development and business acumen, and contribute to building a more inclusive work environment, are supported by our global and regional Inclusion and Diversity Councils.
In 2020, we hired a Chief Diversity Officer to lead the development and implementation of an integrated global Inclusion & Diversity strategy and work to enhance our ability to attract, develop, retain and promote diverse talent. The diversity of the Board of Directors continues to be a focus of the Board refreshment program. The five independent directors who have joined the Board since the beginning of 2015 include four women and a director who self-identifies as Black/Biracial and LGBTQIA+. These directors bring with them strong operating and industry experiences, and contribute important and diverse perspectives that better mirror the overall make-up of our associate and consumer populations.
Talent management and development
Our talent management and development processes support associate performance and development, talent reviews and succession planning. We regularly review succession plans and conduct assessments to identify talent needs and growth paths for our associates. Additionally, our approach to performance and development is designed to motivate our associates to develop, leverage our associate’s strengths and support a coaching and feedback culture, while supporting our talent and succession planning efforts.
Developing our associates is a key strategic priority for us, with the focus on developing leaders and preparing the workforce for the future. PVH University, our global internal learning and development program, provides tools and learning opportunities that empower associates to build core competencies and develop skills necessary for improvement and advancement through engaging and impactful learning content. PVH University programs include academies for leadership and a Leaders as Teachers program in which our associates instruct on topics in their area of expertise. The PVH University library and curriculum includes a digital academy to build enterprise digital and data literacy, as well as to support digital transformation initiatives.
Corporate Responsibility
One of our most meaningful accomplishments was the launch in 2019 of our evolved corporate responsibility strategy: Forward Fashion, our vision for the future that provides a new level of ambition and transparency across our corporate responsibility platform and reinforces our long-standing commitment to sustainable business. As a leader in our industry, we believe we can help set the industry standard to create a more sustainable future. This includes protecting our environment, enhancing the lives of our associates and workers across our supply chain, and promoting a culture of diversity and inclusion. We believe these practices make us stronger and sharper as an organization, while also positioning us to better meet our consumers’ needs.
In no small part, Forward Fashion is our strategy to transform how clothes are made and (re)used, and the actions we will take to move our business and the fashion industry toward a more innovative and responsible future. We are committed to our strategy that supports sustainability and human rights around the world.
Within these three strategic areas, we are focusing on a total of 15 priorities, each with a specific, measurable and timebound target. Forward Fashion represents a deepening of our commitment to action and a renewed sense of urgency to use our scale to transform ourselves and the industry.
PVH Corp.  2022 Proxy Statement  /  32

~~Forward Fashion~~ ~~has three strategic focus areas. We aim to:~~
◾ ~~reduce our negative impacts to zero;~~
◾ ~~increase positive impacts to 100%; and~~
◾ ~~improve the over one million lives we touch throughout our value chain.~~
~~The fashion industry is changing and, at PVH, we recognize our responsibility and opportunity to drive fashion forward — for good.~~

~~platform and reinforces our long-standing commitment~~
Back to sustainable business. As a leader in our industry, we believe we can help set the industry standard to create a more sustainable future. This includes protecting our environment, enhancing the lives of our associates and workers across our supply chain, and promoting a culture of diversity and inclusion. We believe these practices make us stronger and sharper as an organization, while also positioning us to better meet our consumers’ needs.

~~In no small part,~~ Contents
Forward Fashion is our strategy to transform how clothes are made and (re)used, and the actions we will take to move our business and the fashion industry toward a more innovative and responsible future. We are committed to our strategy that supports sustainability and human rights around the world.
~~Talent Management and Development~~

~~Our talent management and development processes support associate performance and development, talent reviews and succession planning.~~ Forward Fashion has three strategic focus areas.
We ~~regularly review succession plans and conduct assessments to identify talent needs and growth paths for our associates.~~aim to:

Developing our associates is a key strategic priority for us, with the focus on developing leaders and preparing the workforce for the future. PVH University, our global internal learning and development program, provides tools and learning opportunities that empower associates to build core competencies and develop skills necessary for improvement and advancement through engaging and impactful learning content. PVH University programs include, among other things, academies for leadership and a Leaders as Teachers program in which our associates instruct on topics in their area of expertise. The PVH University library and curriculum includes its digital academy to build enterprise digital and data literacy, as well as to support digital transformation initiatives. Additionally, our approach to performance and development is designed to motivate our associates to develop, leverage our associate’s strengths and support a coaching and feedback culture, while supporting our talent and succession planning efforts.
~~Corporate Responsibility~~
~~One of our most meaningful accomplishments was the launch in 2019 of our evolved corporate responsibility strategy:~~ ~~Forward Fashion~~~~, our vision for the future that provides a new level of ambition and transparency across our corporate responsibility~~
~~Through~~ ~~Forward Fashion~~~~, we aim to~~ reduce our negative impacts to ~~zero,~~ zero;
increase positive impacts to 100%,; and
improve the over one million lives ~~throughout~~we touch across our value chain.
The fashion industry is changing and, at PVH, we recognize our responsibility and opportunity to drive fashion forward — for good.
Reduce negative impacts to zero
To drive fashion forward, we cannot stop at simply reducing our negative impacts; we must work to eliminate them. Our ambition is for our products and business operations to generate zero waste, zero carbon emissions and zero hazardous chemicals, and for our products to be circular.
2021 Highlights

~~Within these three strategic areas, we are focusing~~
• Worked with the World Wildlife Foundation to conserve wetlands in key sourcing regions in India
• Signed on ~~a total~~as members of ~~15 priorities, each with a specific, measurable and timebound target.~~ ~~Forward Fashion~~ ~~represents a deepening of~~the U.S. Cotton Trust Protocol, which will help achieve our commitment to ~~action~~sustainably source 100% of our cotton by 2025
• Partnered with the Apparel Impact Institute – of which we are a founding member – to implement emissions reduction pilot programs at supply chain facilities, such as the Carbon Leadership Project
• Increased our usage of renewable energy to 53%, achieving our interim target of 50% renewable electricity by 2025, and ~~a renewed sense of urgency to use~~setting us on pace for all our ~~scale to transform ourselves~~offices, warehouses and ~~the industry.~~
~~Reduce negative impacts to zero~~
To drive fashion forward, we cannot stop at simply reducing our negative impacts; we must work to eliminate them. Our ambition is for our products and business operations to generate zero waste, zero carbon emissions and zero hazardous chemicals, and for our productsstores to be ~~circular.~~
~~2020 Highlights~~
◾ ~~What is believed to be the world’s most powerful currently operational solar roof was installed, with our support, at PVH Europe’s warehouse and logistics center in Venlo, the Netherlands~~powered by 100% renewable electricity by 2030

◾ ~~We implemented innovative new ways of working and go-to-market processes, leveraging digital selling tools, digital shopping experiences, 3D design and development~~
Increase positive impacts to 100%
Fashion has the power to be a positive force in the world, so when we identify areas where we can make a positive impact for our people and planet, we won’t stop halfway. Our ambition is for 100% of our products and packaging to be sourced ethically and sustainably, and for 100% of our suppliers to respect human rights and be good employers.
2021 Highlights
• Signed the International Accord for Health and Safety in the Textile and Garment Industry, reinforcing our commitment to Bangladesh, strengthening health and safety standards across the supply chain and extending the Accord’s reach to countries beyond Bangladesh
• Launched our first circular denim collection, under our TOMMY HILFIGER brand, in partnership with the Ellen MacArthur Foundation
• Endorsed “America is All In,” a call for national mobilization on climate and recovery, on the 5^th anniversary of the Paris Agreement

◾ ~~We continued to encourage mills to adopt the Apparel Impact Institute’s Clean by Design program, partnering with expert~~
~~PVH CORP. 2021 PROXY STATEMENT  |  29~~
Improve the 1M+ lives across our value chain
At PVH, we honor the fundamental role our collective workforce has in the success of our business. Our ambition is for our business to improve the lives of the over one million workers across our value chain, focusing on education and opportunities for women and children, ensuring access to clean water for all and continuing to champion inclusion and diversity so everyone can achieve their full potential.
2021 Highlights

• Partnered with the Council of Fashion Designers of America on the State of Diversity, Equity & Inclusion on a Fashion report to encourage a more representative American fashion industry
• Became a founding partner of the Social Justice Center at FIT, established to increase opportunity and accelerate social equity for the BIPOC community within creative industries
Political and Lobbying Activities
PVH does not contribute to political candidates, parties or causes. We do occasionally participate in lobbying activities, principally through our membership in industry associations. For example, we were involved in 2020 ongoing efforts not to have apparel and footwear imported into the U.S. from China subjected to additional tariffs. We believe that the additional tariffs are damaging to retail sales, will cause price increases and job losses, and are excessive given the already elevated level of tariffs on these imports as compared to other product categories. We also successfully sought to have the collection of the resulting duties that we pay delayed to help us and other companies navigate the COVID-19 crisis and apply the money to payroll to avoid further furloughs. Additionally, we were involved in lobbying efforts relating to the U.S. pandemic relief legislation.
PVH Corp.  2022 Proxy Statement  /  33

~~CORPORATE GOVERNANCE~~  ~~POLITICAL AND LOBBYING ACTIVITIES~~
Back to Contents
Director Compensation
Annual Retainers
Non-employee directors are paid annually in a combination of cash and restricted stock units, as shown below.

~~service providers~~
Recipient Value and ~~factories to improve energy, water and chemical reduction; two~~Form of ~~our key factories in India completed seven Clean by Design projects in 2020~~
~~Increase positive impacts to 100%~~
Fashion has the power to be a positive force in the world. So when we identify areas where we can make a positive impact for our people and planet, we won’t stop halfway. Our ambition is for 100% of our products and packaging to be sourced ethically and sustainably, and for 100% of our suppliers to respect human rights and be good employers.
~~2020 Highlights~~
◾ We worked with Fashion for Good and other industry partners to test and explore adopting technologies and solutions to accelerate the development of circular products and sustainable materials, including new forms of material upcycling
◾ ~~We worked to create and endorse the ILO’s Call to Action to protect garment workers during the pandemic and establish long-term sustainable systems of social protection~~
◾ ~~We delivered more than six million units of PPE and, through The PVH Foundation, donated over $2 million toward COVID-19 relief efforts~~
~~Improve the 1M+ lives across our value chain~~
At PVH, we honor the fundamental role our collective workforce has in the success of our business. Our ambition is for our business to improve the lives of the over one million workers across our value chain, focusing on education and opportunities for women and children, ensuring access to clean water for all and continuing to champion inclusion and diversity so everyone can achieve their full potential.
~~2020 Highlights~~
◾ We undertook several initiatives to advance representation of black, indigenous and people of color (“BIPOC”) within the fashion and creative industries, including through our partnership with the Council of Fashion Designers of America (“CFDA”) with whom we produced the ~~State of Diversity, Equity~~Payment
~~& Inclusion in Fashion~~ ~~report to facilitate next steps to foster a more representative and equitable industry~~
◾ We continued to support factory workers through efforts like our continued implementation of Gap Inc.’s Personal Advancement Career Enhancement (“P.A.C.E.”) program, this time with the launch of a first-ever community program that benefits communities near Ethiopia’s Hawassa Industrial Park, where we have a joint venture shirt factory and some of our suppliers produce fabric and finished goods for us
◾ ~~We joined the UN Global Compact’s Target Gender Equality initiative to advance gender parity across PVH, our branded businesses, and our industry~~
~~POLITICAL AND LOBBYING ACTIVITIES~~
PVH does not contribute to political candidates, parties or causes. We do occasionally participate in lobbying activities, principally through our membership in industry associations. For example, we were involved in 2020 ongoing efforts not to have apparel and footwear imported into the U.S. from China subjected to additional tariffs. We believe that the additional tariffs are damaging to retail sales, will cause price increases and job losses, and are excessive given the already elevated level of tariffs on these imports as compared to other product categories. We also successfully sought to have the collection of the resulting duties that we pay delayed to help us and other companies navigate the COVID-19 crisis and apply the money to payroll to avoid further furloughs. Additionally, we were involved in lobbying efforts relating to the U.S. pandemic relief legislation.
~~30  |  PVH CORP. 2021 PROXY STATEMENT~~
~~Director Compensation~~
~~SPECIAL NOTE ABOUT THE COVID-19 CRISIS AND THE DIRECTOR COMPENSATION PROGRAM~~
The COVID-19 pandemic had a significant impact on our business, financial condition, cash flows and results of operations in 2020, and continues to have an impact on 2021. We took and continue to take significant actions to mitigate the effects of the pandemic on PVH and to drive a strong, accelerated recovery plan.
We discuss in detail in the Compensation Discussion & Analysis section the many actions taken by the Compensation Committee in 2020 related to the compensation of our executives to limit the financial impact of the pandemic on our operations, help support our liquidity and financial flexibility, and respond to volatility in our stock price. For these same reasons, the members of the Board of Directors took comparable actions with respect to their own compensation. More specifically:
►The directors agreed to forego cash fees for an unspecified period during the pandemic until it was determined by them that forbearance was no longer necessary. Ultimately, the directors forfeited approximately one-half of the annual cash retainer and the applicable committee fees that they otherwise would have received.
►  Stock compensation (consisting of RSUs) was granted in two tranches. The first tranche was granted in June when annual grants typically are made but at grant date values much lower than 2019 values. The second tranche was granted in September. The combined value of the June and September grants was equal to the directors’ standard annual grant value.
~~ANNUAL RETAINERS~~
Non-employee directors are paid annually in a combination of cash and restricted stock units. The current director compensation package, along with the reduced amounts approved for 2020, are shown below.
~~Recipient~~ ~~Value and form of payment~~ ~~2020 reduced value paid or granted~~
~~Each Non-Employee Director~~ ~~$95,000, in cash~~ ~~$51,458, in cash~~
Each Non-Employee Director $95,000, in cash
Each Non-Employee Director RSUs, settled in ~~shares of our common stock with a value of approximately $160,000 on the grant date (fully vesting on the first anniversary of grant)~~ ◾
~~No change in total value (or vesting) but the grant was made in two tranches.~~
◾
~~The first grant was made in the same number of RSUs as were granted in 2019 but at a significantly lower value; the grant date stock price was $90.43 in 2019 and $49.72 in 2020.~~
~~Chair of The Audit & Risk Management Committee~~ ~~$40,000, in cash~~ ~~$21,667, in cash~~
~~Other Members of The Audit & Risk Management Committee~~ ~~$20,000, in cash~~ ~~$10,833, in cash~~
~~Chair of The Compensation Committee~~ ~~$35,000, in cash~~ ~~$18,958, in cash~~
~~Other Members of The Compensation Committee~~ ~~$15,000, in cash~~ ~~$8,125, in cash~~
~~Chairs of The Nominating, Governance & Management~~ ~~$25,000, in cash~~ ~~$13,542, in cash~~
~~Development Committee~~
~~And The Corporate Responsibility Committee~~
~~Other Members of The Nominating, Governance &~~ ~~$10,000, in cash~~ ~~$5,417, in cash~~
~~Management Development Committee~~
~~And The Corporate Responsibility Committee~~
~~Presiding Director~~ ~~$40,000, in cash~~ ~~$21,667, in cash~~
~~PVH CORP. 2021 PROXY STATEMENT  |  31~~
~~DIRECTOR COMPENSATION~~  ~~STOCK OWNERSHIP GUIDELINES~~
~~Non-employee directors are reimbursed for their meeting-related expenses in addition to receiving the compensation disclosed above.~~
Non-employee directors who join the Board after our annual meeting are paid a pro rata portion of the applicable fees for the year but do not receive an award of RSUs. Therefore, Allison Peterson, who joined the Board on January 26, 2021, and George Cheeks, who joined the Board on March 22, 2021, did not receive RSUs in 2020. We do not pay fees or make equity grants to non-employee directors who are designated for election by a stockholder having director nomination rights.
Our non-employee directors receive nominal benefits and perquisites. They are entitled to the same discounts at our retail stores as are available to all associates. In addition, we provide business accident travel insurance for directors and their spouses, which is at no additional cost to us because we maintain coverage for our associates globally. Finally, non-employee directors are eligible to participate at their own cost in our group umbrella insurance program, which may offer more favorable rates than they can obtain on their own.
~~STOCK OWNERSHIP GUIDELINES~~
~~Our non-employee directors are required to own~~ shares of our common stock with a value of approximately $160,000 on the grant date
Chair of The Audit & Risk Management Committee $40,000, in cash
Other Members of The Audit & Risk Management Committee $20,000, in cash
Chair of The Compensation Committee $35,000, in cash
Other Members of The Compensation Committee $15,000, in cash
Chairs of The Nominating, Governance & Management Development Committee And The Corporate Responsibility Committee $25,000, in cash
Other Members of The Nominating, Governance & Management Development Committee And The Corporate Responsibility Committee $10,000, in cash
Presiding Director¹ $40,000, in cash
1 Mr. Nasella’s retainer was not adjusted when he became Chair in December 2021.
Non-employee directors are reimbursed for their meeting-related expenses in addition to receiving the compensation disclosed above.
Non-employee directors who join the Board after our annual meeting are paid a pro rata portion of the applicable fees for the year but do not receive an award of RSUs. We do not pay fees or make equity grants to non-employee directors who are designated for election by a stockholder having director nomination rights.
Our non-employee directors receive nominal benefits and perquisites. They are entitled to the same discounts at our retail stores as are available to all associates. In addition, we provide business accident travel insurance for directors and their spouses, which is at no additional cost to us because we maintain coverage for our associates globally. Finally, non-employee directors are eligible to participate at their own cost in our group umbrella insurance program, which may offer more favorable rates than they can obtain on their own.
Stock Ownership Guidelines
Our non-employee directors are required to own shares of our common stock with an aggregate value equal to five times the standard annual cash retainer payable to directors. New directors have five years from the date they are elected to attain this ownership level. All of our non-employee directors, other than Mr. Cheeks and Ms. Peterson, are in compliance with this requirement as of the date of this Proxy Statement. Each of them has been on the Board for slightly more than a year, is deemed under the guidelines to own 1,521 shares and has until calendar 2026 to meet the guideline. Directors must hold 50% of the shares received upon the vesting of their equity awards (after payment of taxes) until they satisfy the guideline.
PVH Corp.  2022 Proxy Statement / 34
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2021 Compensation
The following table sets forth the information concerning the compensation of all individuals who served as directors during any portion of 2021, other than Mr. Larsson, whose compensation as an executive is set forth on the Summary Compensation Table on page 63. Ms. Baglivo and Mr. Rydin, each of who retired from the Board in June 2021, received a pro rata portion of their cash compensation but did not receive a stock award because they retired prior to the 2021 grants. Mr. Calbert joined the Board in 2022.
Directors who are employees of the Company receive no additional compensation for serving on the Board. Mr. Chirico, who retired as Chief Executive Officer of the Company on January 31, 2021, served as Chairman of the Board until December 31, 2021. He received the compensation described below for his services in 2021 as a non-executive employee of the Company.
       Fees Earned or
Paid in Cash
($)¹        Stock Awards
($)^2,3        Option
Awards
($)³        All Other
Compensation
($)        Total
($)
Brent Callinicos 105,000 160,070 N/A N/A 265,070
George Cheeks⁴ 90,417 160,070 N/A N/A 250,487
Joseph B. Fuller 120,000 160,070 N/A N/A 280,070
V. James Marino 115,000 160,070 N/A N/A 275,070
G. Penny McIntyre 120,000 160,070 N/A N/A 280,070
Amy McPherson 125,000 160,070 N/A N/A 285,070
Henry Nasella 160,000 160,070 N/A N/A 320,070
Allison Peterson 110,000 160,070 N/A N/A 270,070
Edward R. Rosenfeld 135,000 160,070 N/A N/A 295,070
Amanda Sourry 140,000 160,070 N/A N/A 300,070

Former Directors
Mary Baglivo⁵ 39,959 N/A N/A N/A 39,959
Emanuel Chirico⁶ N/A 3,000,085 N/A 2,434,463 5,434,548
Craig Rydin⁵ 41,861 N/A N/A N/A 41,861
1 The fees earned or paid in cash to the directors consist of the following:
Annual
Director Fee
($) Committee
Chair Fees
($) Committee
Member Fees
($) Presiding
Director Fee
($) Total ($)
Brent Callinicos 95,000 N/A 10,000 N/A 105,000
George Cheeks 81,806 N/A 8,611 N/A 90,417
Joseph B. Fuller 95,000 25,000 N/A N/A 120,000
V. James Marino 95,000 N/A 20,000 N/A 115,000
G. Penny McIntyre 95,000 25,000 N/A N/A 120,000
Amy McPherson 95,000 N/A 30,000 N/A 125,000
Henry Nasella 95,000 N/A 25,000 40,000 160,000
Allison Peterson 95,000 N/A 15,000 N/A 110,000
Edward R. Rosenfeld 95,000 40,000 N/A N/A 135,000
Amanda Sourry 95,000 35,000 10,000 N/A 140,000

Former Directors
Mary Baglivo 36,153 N/A 3,806 N/A 39,959
Emanuel Chirico N/A N/A N/A N/A N/A
Craig Rydin 36,153 N/A 5,708 N/A 41,861
PVH Corp.  2022 Proxy Statement / 35
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2 The amounts are the aggregate grant date fair value of RSUs granted to our directors (other than Mr. Chirico) in 2021. The fair value is equal to ~~five times~~$105.24, the ~~standard annual cash retainer payable to directors. New directors have five years from the date they are elected to attain this ownership level. All~~closing price of our ~~non-employee directors, other than~~common stock on the ~~two directors who have joined~~grant date, multiplied by the ~~Board during calendar year 2021, are in compliance with this requirement~~number of RSUs granted. For Mr. Chirico, the amount is the aggregate grant date fair value of RSUs granted to Mr. Chirico as an employee of the date of this Proxy Statement. Our stock ownership guidelines require directors to hold 50% of the shares received upon the vesting of their equity awards (after payment of taxes) until they satisfy the guideline.
~~2020 COMPENSATION~~
The following table sets forth the information concerning the compensation of all individuals who served as directors during any portion of 2020, other than Mr. Chirico, whose compensation as an executive is set forth on the Summary Compensation Table on page 61. Mr. Figuereo, who retired from the Board in June 2020,Company. He did not receive any ~~cash compensation because~~additional RSUs as a director. The fair value of his RSUs is equal to $104.30, the ~~payment~~closing price of ~~fees was suspended during~~our common stock on the ~~portion of 2020 that he served. He also did not receive a stock award because he retired prior to the 2020 grants. The cash fees shown below reflect the 46% reduction that was effectively approved~~grant date, multiplied by the ~~directors to participate commensurately with management and other associates in the compensation adjustments made to preserve cash and reduce costs in response to the negative impacts~~number of ~~the pandemic on us and our businesses.~~
Total Compensation
Fees Earned or Stock Option All Other That Would Have Been
Paid in Cash¹ Awards^2,3 Awards³ Compensation Total Paid Absent Cash
($) ($) ($) ($) ($) Fee Forbearance ($)

MARY BAGLIVO 56,875 160,150 N/A N/A 217,025 265,150

BRENT CALLINICOS 56,875 160,150 N/A N/A 217,025 265,150

JOSEPH B. FULLER 65,000 160,150 N/A N/A 225,150 280,150

V. JAMES MARINO 62,291 160,150 N/A N/A 222,441 275,150

G. PENNY MCINTYRE 65,000 160,150 N/A N/A 225,150 280,150

AMY MCPHERSON 67,708 160,150 N/A N/A 227,858 285,150

HENRY NASELLA 86,667 160,150 N/A N/A 246,817 320,150

ALLISON PETERSON⁴ 1,833 0 N/A N/A 1,833 1,833

EDWARD R. ROSENFELD 73,125 160,150 N/A N/A 233,275 295,150

CRAIG RYDIN 59,583 160,150 N/A N/A 219,733 270,150

AMANDA SOURRY 75,833 160,150 N/A N/A 235,983 300,150

Former Director

JUAN R. FIGUEREO⁵ 0 N/A N/A N/A 0 45,069

~~32  |  PVH CORP. 2021 PROXY STATEMENT~~
~~DIRECTOR COMPENSATION~~  ~~2020 COMPENSATION~~
1 ~~The fees earned or paid in cash to the directors consist of the following:~~RSUs granted.

Annual Committee Committee Presiding
Director Fee Chair Fees Member Fees Director Fee Total
($) ($) ($) ($) ($)

MARY BAGLIVO 51,458 N/A 5,417 N/A 56,875

BRENT CALLINICOS 51,458 N/A 5,417 N/A 56,875

JOSEPH B. FULLER 51,458 13,542 N/A N/A 65,000

V. JAMES MARINO 51,458 N/A 10,833 N/A 62,291

G. PENNY MCINTYRE 51,458 13,542 N/A N/A 65,000

AMY MCPHERSON 51,458 N/A 16,250 N/A 67,708

HENRY NASELLA 51,458 N/A 13,542 21,667 86,667

ALLISON PETERSON 1,583 N/A 250 N/A 1,833

EDWARD R. ROSENFELD 51,458 21,667 N/A N/A 73,125

CRAIG RYDIN 51,458 N/A 8,125 N/A 59,583

AMANDA SOURRY 51,458 18,958 5,417 N/A 75,833

Former Director

JUAN R. FIGUEREO 0 N/A N/A N/A 0

2 The amounts are the aggregate grant date fair value of RSUs granted to our directors in June and September 2020. The fair value is equal to the closing price of our common stock on each grant date, multiplied by the number of RSUs granted on that date. In the case of the June 2020 grant, the number of RSUs granted was the same number as in 2019 but at a significantly lower value; the grant date stock price was $90.43 in 2019 and $49.72 in 2020. The grant date value for the September 2020 grant was $67.05.
3 ~~The number of unexercised stock options and aggregate number of unvested RSUs for each of our directors as of January 31, 2021,~~
3 The number of unexercised stock options and aggregate number of outstanding RSUs and PSUs for each of our directors as of January 30, 2022 were as follows:

~~Option Awards~~ ~~Stock Awards~~^a
Option
Awards
(#) Stock
Awards
(#)^a
Brent Callinicos N/A 1,521
George Cheeks N/A 1,521
Joseph B. Fuller N/A 28,217 ^b
V. James Marino N/A 1,521
G. Penny McIntyre N/A 11,143 ^c
Amy McPherson N/A 1,521
Henry Nasella N/A 28,217 ^b
Allison Peterson N/A 1,521
Edward R. Rosenfeld N/A 12,307 ^d
Amanda Sourry N/A 1,521

Former Directors
Mary Baglivo N/A N/A
Emanuel Chirico 306,100 ^f 261,239 ^e
Craig Rydin N/A N/A
a Stock awards consist of restricted stock units that vest on the earlier of one year after the date of grant or the date of the Annual Meeting of Stockholders following the year of grant, other than the RSUs granted to Mr. Chirico.
~~(#)~~ ~~(#)~~
~~MARY BAGLIVO~~ ~~N/A~~ ~~2,846~~
~~BRENT CALLINICOS~~ ~~N/A~~ ~~2,846~~
~~JOSEPH B. FULLER~~ ~~N/A~~ ~~26,696~~^b
~~V. JAMES MARINO~~ ~~N/A~~ ~~2,846~~
~~G. PENNY MCINTYRE~~ ~~N/A~~ ~~9,622~~^c
~~AMY MCPHERSON~~ ~~N/A~~ ~~2,846~~
~~HENRY NASELLA~~ ~~N/A~~ ~~26,696~~^b
~~ALLISON PETERSON~~ ~~N/A~~ ~~N/A~~
~~EDWARD R. ROSENFELD~~ ~~N/A~~ ~~10,786~~^d
~~CRAIG RYDIN~~ ~~N/A~~ ~~16,644~~^e
~~AMANDA SOURRY~~ ~~N/A~~ ~~2,846~~
~~Former Director~~
~~JUAN R. FIGUEREO~~ ~~N/A~~ ~~N/A~~
a ~~Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant.~~
b ~~Settlement of 23,850 of these outstanding awards has been deferred pursuant to the director's~~
b Settlement of 26,696 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan.
c ~~Settlement of 6,776 of these outstanding awards has been deferred pursuant to the director's~~
c Settlement of 9,622 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan.
d ~~Settlement of 7,940 of these outstanding awards has been deferred pursuant to the director's~~
d Settlement of 10,786 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan.
e ~~Settlement of 13,798 of these outstanding awards has been deferred pursuant to the director's election, as permitted under our Stock Incentive Plan. 4 Ms. Peterson joined the Board on January 26,~~
e These awards consist of 80,134 RSUs and 181,105 PSUs. Settlement of the outstanding RSU awards, which vested on Mr. Chirico’s retirement date, has been deferred for six months (until July 1, 2022) pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The 181,105 PSUs consist of: (1) awards granted in 2019 shown at threshold-level (19,627 PSUs), as the estimated payout as of the end of 2021 was below threshold-level performance and as certified on May 2, 2022 the performance criteria were not satisfied and, therefore, no shares were earned; and (2) awards granted in 2020 shown at maximum-level (161,478 PSUs), as the estimated payout as of the end of 2021 was at maximum-level performance. Mr. Chirico did not receive a PSU grant in 2021.
4 ~~Ms. Peterson joined the Board on January 26, 2021.~~
5 ~~Mr. Figuereo retired from the Board effective June 18, 2020.~~

~~PVH CORP. 2021 PROXY STATEMENT  |  33~~
f These awards consist of fully vested unexercised stock options.

4 Mr. Cheeks joined the Board on March 22, 2021.
5 Ms. Baglivo and Mr. Rydin retired from the Board effective June 17, 2021.
6 Mr. Chirico’s other compensation as an employee of the Company consisted of salary of $1,000,000; Company contributions to defined contribution plans of $142,275; executive medical premiums of $7,784; and change in pension value and non-qualified deferred compensation earnings of $1,284,404. Mr. Chirico retired from the Board effective December 31, 2021.
PVH Corp.  2022 Proxy Statement / 36

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Proposal 2
Advisory Vote on
Executive Compensation

~~PROPOSAL 2~~
~~Advisory Vote on Executive Compensation~~
We are asking stockholders to provide advisory approval of the compensation of our Named Executive Officers, as described in the Compensation Discussion & Analysis and Executive Compensation Tables sections that follow. While the results of this vote are non-binding, the Compensation Committee intends to consider carefully those results when making future compensation decisions.

The following is a summary of key points that stockholders may wish to consider in connection with their voting decision. We encourage you to review the entire Compensation Discussion and Analysis for detailed information on our executive compensation program.

~~Our~~The Board of Directors recommends a vote FOR approval of the compensation ~~program emphasizes performance-based variable pay and equity performance~~paid to ~~ensure a rigorous pay-for-performance culture.~~ A significant majority (approximately 70% to 90% based on target level compensation) of each NEO’s compensation package consists of short-term and long-term awards that pay out only upon the achievement of specific financial targets, and equity awards that are linked to increases in stock price and stockholder value over time.our Named Executive Officers.

Proxies received in response to this solicitation will be voted FOR this proposal unless the stockholder specifies otherwise.
~~Our performance targets are meaningful and are designed to encourage our executives to perform at high levels.~~ In order for bonuses to pay out at the target level, we must achieve earnings goals generally based on the annual budget reviewed and approved by the Board of Directors. Due to the temporary closure of virtually all of our stores, as well as those of our customers and franchisees, at the beginning of the pandemic, bonus awards were not made until most stores were reopened and the performance goals were based on business plans reviewed with the Board at the time.
Our compensation program emphasizes performance-based variable pay and equity performance to ensure a rigorous pay-for-performance culture. A significant majority (approximately 70% to 90% based on target-level compensation) of each NEO’s compensation package consists of short-term and long-term awards that pay out only upon the achievement of specific financial targets, and equity awards that are linked to increases in stock price and stockholder value over time.
Our performance targets are meaningful and are designed to encourage executives to perform at high levels. In order for bonuses to pay out at the target level, we must achieve earnings goals generally based on the annual budget reviewed and approved by the Board of Directors. The performance goals were based on business plans reviewed with the Board.

Our compensation program reflects sound pay practices.

◾ ~~We generally do not provide our NEOs with any guarantees as to salary increases, bonuses, incentive plan awards or equity compensation.~~
We generally do not provide our NEOs with any guarantees as to salary increases, bonuses, incentive plan awards or equity compensation.

◾ ~~Our perquisites are modest and do not include tax reimbursements or “gross-ups” for severance payments.~~
Our perquisites are modest and do not include tax reimbursements or “gross-ups”.

◾ We have adopted stock ownership guidelines (including holding requirements until ownership levels are achieved) for our NEOs that are intended to align their long-term interests with those of our stockholders and to encourage a long-term focus.
~~Our total compensation packages are comparable to our peers.~~ When we establish compensation packages each year, we compare the total compensation that each NEO can earn to compensation for the most comparable executives at the companies in our peer group. We confirm the accuracy of such comparisons by reviewing actual amounts paid or expected to be paid at the end of each year. Consistent with our emphasis on pay for performance, target compensation for our Chief Executive Officer and, to a lesser extent, target compensation for our other NEOs, is heavily weighted on long-term and performance-based elements. In all cases, the weighting is consistent with those of their counterparts at our peers.
~~Our compensation program works as intended.~~
We have adopted stock ownership guidelines (including holding requirements until ownership levels are achieved) for our NEOs that are intended to align their long-term interests with those of our stockholders and to encourage a long-term focus.
Our total compensation packages are comparable to those awarded by our peers. When we establish compensation packages each year, we compare the total compensation that each NEO can earn to compensation for the most comparable executives at the companies in our peer group. We confirm the accuracy of such comparisons by reviewing actual amounts paid or expected to be paid at the end of each year. Consistent with our emphasis on pay for performance, target compensation for our Chief Executive Officer and, to a lesser extent, target compensation for our other NEOs, is heavily weighted on long-term and performance-based elements. In all cases, the weighting is consistent with those of their counterparts at our peers.
Our compensation program works as intended.We believe the information disclosed in this Proxy Statement, in particular the Compensation Discussion & Analysis and Executive Compensation Tables sections, demonstrates that our executive compensation program is well-designed, is working as intended, emphasizes pay for performance without encouraging undue risk, and incorporates sound corporate governance and compensation practices, and foregoes elements that are considered poor pay practices.
The Board submits the following resolution to stockholders to indicate their non-binding advisory approval:
Resolved, that the compensation paid to PVH’s Named Executive Officers, as disclosed in this Proxy Statement ~~in particular~~pursuant to the rules of the SEC, including the Compensation Discussion & Analysis, compensation tables, and ~~Executive Compensation Tables sections, demonstrates that our executive compensation program~~any related narrative discussion, is well-designed, is working as intended, emphasizes pay for performance without encouraging undue risk, incorporates sound corporate governance practices, and foregoes elements that are considered poor pay practices.
~~The Board submits the following resolution to stockholders to indicate their non-binding advisory approval:~~
hereby approved.

RESOLVED, that the compensation paid to PVH’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion & Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED.
~~34  |  PVH CORP. 2021 PROXY STATEMENT~~
PVH Corp.  2022 Proxy Statement / 37

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Compensation
Discussion & Analysis
Contents

Executive Summary 39~~Compensation~~
~~Discussion & Analysis~~
~~CONTENTS~~
~~Compensation Discussion and Analysis~~ 35
~~Executive Summary~~ 35
~~2020 Executive Compensation Program~~ 41
~~Executive Compensation Overview~~ 42
~~Compensation Decisions for 2020~~ 45
~~Other Benefits~~ 56
~~Administration of our Compensation Programs~~ 57
~~Risk Considerations in Compensation Programs~~ 59
This section (“CD&A”) explains our compensation program for the following individuals, who we refer to as our Named Executive Officers, or NEOs:

Years of
NEO Age Service Title
EMANUEL CHIRICO 63 27 Chairman and Former Chief Executive Officer, PVH Corp.¹
MICHAEL A. SHAFFER 58 30 Executive Vice President and Chief Operating & Financial Officer, PVH Corp.
STEFAN LARSSON 46 2 Chief Executive Officer, PVH Corp.¹
CHERYL ABEL-HODGES 57 14 Chief Executive Officer, Calvin Klein
MARTIJN HAGMAN 46 12² Chief Executive Officer, Tommy Hilfiger Global and PVH Europe³
1 For all of 2020, Mr. Chirico was the Chief Executive Officer and Mr. Larsson was the President of PVH Corp. Mr. Larsson succeeded Mr. Chirico, who remains Chairman of the Board, effective February 1, 2021.
2021 Executive Compensation Program 43
Executive Compensation Overview 44
Compensation Decisions for 2021 46
Competitive Pay For Performance 56
Other Benefits 58
Administration of our Compensation Programs 59
Risk Considerations in Compensation Programs 61
Compensation Committee Report 62

2 ~~Includes service with Tommy Hilfiger prior to our 2010 acquisition.~~
This section (“CD&A”) explains our compensation program for the following individuals, who we refer to as our Named Executive Officers, or NEOs:
NEO Age Years of Service Title
Stefan Larsson 47 3 Chief Executive Officer, PVH Corp.
James W. Holmes¹ 50 26 Executive Vice President and Controller
Michael A. Shaffer² 59 31 Former Executive Vice President, Finance and Chief Operating & Financial Officer, PVH Corp.
Patricia Donnelly 55 1 Chief Executive Officer, PVH Americas and Calvin Klein Global
Martijn Hagman 47 13³ Chief Executive Officer, Tommy Hilfiger Global and PVH Europe
Julie A. Fuller 49 1 Executive Vice President, Chief People Officer
Cheryl Abel-Hodges⁴ 58 15 Former Chief Executive Officer, Calvin Klein
1 Mr. Holmes, our principal accounting officer, took on the additional role of Interim Chief Financial Officer in September 2021 in connection with Mr. Shaffer’s departure. Mr. Holmes relinquished this added role on April 4, 2022, when Zachary Coughlin, our current Executive Vice President and Chief Financial Officer, joined PVH.

3 ~~Mr. Hagman was promoted to his current role on June 2, 2020.~~

~~EXECUTIVE SUMMARY~~
2 Mr. Shaffer left PVH in September 2021.

~~2020 PERFORMANCE HIGHLIGHTS~~
3 Includes service with Tommy Hilfiger prior to our 2010 acquisition.

~~2020 was one of the most challenging years in history~~
4 Ms. Abel-Hodges moved to an advisory role on ~~a global basis from a geopolitical, economic~~July 1, 2021, and public health perspective due to the COVID-19 pandemic. Our businesses, our people and our communities all were impacted in significant ways. Nevertheless, our teams rallied together to navigate the crisis and positiondeparted PVH ~~to emerge in a stronger position.~~
~~PVH CORP. 2021 PROXY STATEMENT  |  35~~
on February 28, 2022.

PVH Corp.  2022 Proxy Statement / 38

~~COMPENSATION DISCUSSION & ANALYSIS~~  ~~2020 PERFORMANCE HIGHLIGHTS~~

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Executive Summary
2021 Performance Highlights
Throughout 2021, we continued our successful navigation of the COVID-19 pandemic, driving towards an accelerated recovery to position PVH to win with the consumer in the “new normal” and deliver sustainable, profitable long-term growth. We achieved this by focusing on our core strengths to drive brand and product relevance across our regions and improving our pricing power through our two global power brands, Calvin Klein and TOMMY HILFIGER. We continued to connect closer to our consumers, supercharge our digital business, and take decisive actions to optimize our business for efficiencies, all while investing in our strategic growth areas. As a result of these efforts, we surpassed our initial revenue, gross margin, operating margin, and earnings per share expectations for 2021 despite the many challenges caused by the pandemic.
Overall, we drove strong double-digit, top-line growth versus 2020, and revenues for our international businesses were above pre-pandemic 2019 levels. Importantly, our operating margins expanded to over 10%, which also was above pre-pandemic levels, driven by significant gross margin expansion from strong full-price selling and the strength of our international businesses, as well as meaningful expense leverage as compared to 2020. Underscoring our solid financial position and cash flow generation, we paid down over $1 billion in debt (which reduced our gross leverage to below pre-pandemic levels), reinstated our quarterly cash dividend, and repurchased approximately $350 million of stock. Moving forward, we will first and foremost continue investing in our business to fuel growth, while at the same time deploying our excess cash to maximize returns to our stockholders. With this in mind, we divested the majority of the Heritage Brands business in August 2021. That business had increasingly become non-core, with lower future growth prospects and profitability.

First, we prioritized the health and well-being of our associates, consumers, business partners and the communities where we operate. Virtually all our stores globally were closed for a significant portion of the first quarter of 2020, and we experienced additional temporary closures throughout the year (and continue to experience them in 2021) as local orders or our health protocols dictated. Our office locations have largely been closed throughout the pandemic, with only essential workers or, as restrictions relaxed, workers who needed to be in the office, allowed. Remote working continues to be the rule for the vast majority of our office-based associates. Our warehouse and distribution centers, which are key to driving the businesses that were operating — particularly our booming digital commerce businesses (direct, with traditional retail partners, and with pure play customers) — operated with reduced staffing and with health protocols in place.
Second, we took actions to address the changes in our businesses and our business needs, and to protect the company. Some of these actions are highlighted in the timeline above, as well as discussed in this CD&A.
~~36  |  PVH CORP. 2021 PROXY STATEMENT~~
*
~~COMPENSATION DISCUSSION & ANALYSIS~~ ~~2020 PERFORMANCE HIGHLIGHTS~~
The impact of the pandemic on our business is clear. With the extensive temporary store closures, the near complete cessation of international tourist travel (which accounts for a significant portion of our U.S. retail store revenue), and the restrictions on store operations as stores reopened, our 2020 revenues declined 28% to $7.1 billion and we had a loss per share of $(15.96) (loss per share on a non-GAAP basis of $(1.97)*) compared to earnings per share of $5.60 ($9.54* on a non-GAAP basis) in 2019.
There were bright spots. We supercharged our digital business, including acting nimbly to use inventories from closed stores and using our own warehouses to supplement the work of our third-party digital commerce fulfillment provider. These actions led to our strongest-ever digital sales growth of 43%, including 69% growth on our own sites, while driving a significant improvement in our profitability in the channel. Our Asia business was very strong, led by our performance in China. China emerged first from the pandemic and built upon 2019 performance with revenue through digital channels growing 55% and, when fully open, our European businesses drove high consumer and retailer demand and clear market share gains. We also focused on rightsizing our cost base and tightly managing our discretionary spending to offset the impact store closures and sales pressure around the world would have on 2020 profitability.
Another top priority was maintaining the health of our balance sheet. We prudently managed inventories to ensure our financial flexibility, and we acted quickly and opportunistically to raise capital to ensure our sound financial position. We ended fiscal 2020 with over $3 billion in liquidity and $3.6 billion in debt. We entered 2021 in a clean inventory position (down 12% vs. 2019), despite the resurgence of infection rates and a new round of lockdowns during the all-important holiday sales period at the end of 2020. In the first quarter of 2021, we determined we had sufficient liquidity, and business and operations had become sufficiently settled to permit us to make voluntary payments totaling $500 million under our senior credit facilities and move towards returning to pre-pandemic leverage levels. Importantly, we also initiated measures to drive an accelerated recovery, which remains the current focus throughout our businesses and regions.
* Reconciliations to GAAP amounts appear onin Exhibit A.

PVH Corp.  2022 Proxy Statement  /  39

Back to Contents ~~$(15.96)~~
~~Loss per share compared to EPS of $5.60 in 2019 ($(1.97)* vs. $9.54* on a non-GAAP basis)~~
~~$(1.1)B~~
~~Loss before interest and taxes compared to earnings before interest and taxes (“EBIT”) of $559 million in 2019.~~
Our international business returned to pre-pandemic revenue levels sooner than expected despite ongoing pandemic headwinds, including temporary store closures, significant supply chain disruptions and logistics delays, as we continued to capture the growth opportunities of our iconic brands.
In Europe Our Asia Pacific
Business Our North America
Business
we built on our market leadership position and delivered strong double-digit revenue growth and significant margin expansion compared to pre-pandemic levels. Both TOMMY HILFIGER and Calvin Klein continued to gain market share, driven by strong consumer demand for our products, which supported increased pricing power and gross margin expansion. In addition, our teams delivered consistent and strong product execution, combined with a consumer-focused multi-channel business model that aligns with how and where the consumer wants to shop. The region represents a blueprint for what best-in-class execution and performance looks like for PVH. demonstrated strong underlying progress on our key focus areas, although the region’s performance was negatively impacted by COVID-19 resurgences across key markets. Revenues were up compared to pre-pandemic levels, led by China, as well as our strong and growing Australia business. faced the most challenges in 2021, largely attributable to the lack of international tourism, which represented 30% to 40% of the region’s pre-pandemic retail business. This highlights our need to increase engagement and win more with the domestic consumer. We are optimistic on the long-term multi-year opportunity to improve profitability and productivity for the region. Although we have much work yet to do to unlock the region’s full potential, we are pleased with the green shoots experienced in the latter part of 2021.
2021 Compensation Highlights
In 2021, we re-adjusted our compensation program so it looked more like our pre-pandemic norm than the program we followed in 2020. However, we included some adjustments to recognize the continued volatility in our business and the market and the resulting difficulty in estimating our long-term performance.
The financial measures for annual bonuses were corporate (consolidated PVH) EBIT (consistent with the earnings-based focus of EPS, our historical measure of performance) and, for NEOs who lead business units, EBIT for their business units, in each case subject to exclusions consistent with those used in past years. In 2020, we had used corporate and business unit EBITDA because cash generation and reinforcing our financial position were a focus and EBITDA more accurately captured those goals.
Threshold and maximum performance goals were again set at significantly wider ranges below and above the target goal. This addressed the continued volatile and uncertain business environment, which included ongoing temporary store closures in significant markets.
50% of the PSU awards were based on one-year EBIT, and an overall three-year vesting period from the grant date. In the past, we used absolute stock price growth for this portion of the awards, but the extreme volatility of the stock market and business uncertainties caused by the pandemic made stock price growth an impractical performance measure. In contrast, we had some measure of visibility with EBIT, and the vesting period ensures alignment with stockholders because the ultimate value of any payout would vary with the stock price over the vesting period. Using a one-year measure was exceptional and is not expected to be repeated; PSU awards granted in 2022 use three-year performance cycles for both performance measures.
50% of the PSU awards were based on a custom, industry-appropriate group of 45 companies. We historically measured TSR against the S&P 500. We changed the comparator group because the pandemic has had dramatically different effects on different industries and we believe our performance is most appropriately compared to companies that operate in similar industries and use similar distribution channels.
The table below shows the principal elements of the compensation program for our Named Executive Officers and the target values attributable to each element for 2021, subject to the following:
• Base salaries are shown at the highest level for the year for NEOs who received salary increases.
• Annual bonuses are shown at the target level payouts.
• RSUs, stock options and performance share units are shown at the grant date value.
PVH Corp.  2022 Proxy Statement  /  40
~~$7.1B~~
~~In revenue compared to $9.9 billion in 2019. The revenue decrease reflects:~~
◾ ~~A 23% decrease in the Tommy Hilfiger business compared to 2019.~~
◾ ~~A 28% decrease in the Calvin Klein business compared to 2019.~~
◾ ~~A 44% decrease in the Heritage Brands business compared to 2019, which included a 12% decline resulting from the sale of our licensed Speedo North America business.~~

* Reconciliations
Back to ~~GAAP amounts appear on~~ ~~Exhibit A~~.
~~PVH CORP. 2021 PROXY STATEMENT  |  37~~
Contents
~~COMPENSATION DISCUSSION & ANALYSIS~~ ~~2020 COMPENSATION HIGHLIGHTS~~

~~2020 COMPENSATION HIGHLIGHTS~~
~~SPECIAL NOTE ABOUT THE COVID-19 CRISIS AND THE 2020 EXECUTIVE COMPENSATION PROGRAM~~
The COVID-19 pandemic had a significant impact on our business, financial condition, cash flows and results of operations in 2020, and continues to have an impact on 2021. We took and continue to take significant actions to mitigate the effects of the pandemic on PVH and to drive a strong, accelerated recovery plan.
Many of the actions taken in 2020 related to compensation and payroll, including temporary salary reductions for approximately 250 senior executives and leaders, furloughs in North America and Australia that lasted up to six months, reduced work hours (and proportionate pay) in North America that were in place for some associates up to nine months, salary reductions for virtually all associates in North America and Asia who were not furloughed or put on reduced hour schedules, and applying for governmental salary subsidies. Ultimately, we made workforce reductions in all regions. The following actions and decisions pertain to the compensation of our NEOs for 2020:
► ~~Mr. Chirico was not paid any salary~~ ~~from mid-April through mid-July.~~
► ~~The other NEOs each had a base salary reduction of 25-35% for three months.~~
► ~~There were no salary increases for 2020~~~~, other than for Mr. Hagman in connection with his promotion.~~
► ~~Annual bonus payout opportunities at each level of performance were set 50% lower~~ ~~than provided in each NEO’s standard compensation package.~~
► ~~Stock awards consisting of stock options, RSUs and PSUs were granted in two tranches.~~ The first tranche was granted in April when annual grants typically are made but at grant date values much lower than 2019 values. The second tranche was granted in September. The combined value of the April and September grants of each type of award was equal to the standard annual grant value for all participants, including the NEOs.
Although our executive compensation program retained its overall structure, we did make significant adjustments in response to the impact of the pandemic, particularly with respect to salaries and bonuses of our NEOs. In addition to the actions and decisions discussed above:
◾ Bonus measures were changed from EPS and, for NEOs who lead business units, business unit operating income to corporate and business unit EBITDA, each as adjusted for certain exclusions. This change was made because cash generation and reinforcing our financial position were particularly important at that time and in the near term, and EBITDA more accurately captures those goals.
◾ We delayed our bonus goal-setting process to the second quarter. This allowed time for our stores to reopen after the initial round of temporary closures and for us to assess performance, as well as to assess the impact the pandemic was having on our business and might continue to have for the remainder of the year.
◾ The threshold and maximum performance goals were set at significantly wider ranges above and below target performance than has been our typical practice. This addressed the extremely volatile and uncertain business environment. Threshold performance required us to “break even” for the nine-month measurement period, while the maximum goal required performance at the upper end of the business plans discussed with the Board at that time.
~~38  |~~  ~~PVH CORP. 2021 PROXY STATEMENT~~
~~COMPENSATION DISCUSSION & ANALYSIS~~ ~~2020 COMPENSATION HIGHLIGHTS~~
~~The table below shows the principal elements of the compensation program for our Named Executive Officers and the values attributable to each element for 2020, with the following conditions:~~
◾ ~~Base salaries are shown at their full annual rate even though all the NEOs agreed to a temporary salary reduction; the effective base salaries (~~~~i.e.~~~~, taking into consideration the temporary reductions) paid during 2020 are shown on page 46.~~
◾ ~~Annual bonuses are shown at the 2020 target-level payouts (~~~~i.e.~~~~, 50% below standard target opportunity).~~
◾ ~~RSUs, stock options and PSUs, which were granted in two tranches, are shown at the aggregate grant date values.~~

1 Equity awards typically are made in April of each year. However, annual grants for 2020 were made in two tranches, the first in April and the second in September. This approach was taken to ensure fairness to stockholders given the volatility of our stock price during the year. ~~See~~ ~~page 51.~~
2 Awards to the Chief Executive Officer are subject to an additional one-year holding period for the after-tax shares delivered when the award pays out.
3 The amounts shown are the payout opportunity at target performance levels. Bonus payout opportunities at all performance levels were 50% lower than the opportunities provided in each NEO’s standard compensation package.
2 Mr. Holmes’ compensation package reflects his ongoing role as Executive Vice President and Controller. In August 2021, in recognition of Mr. Holmes’ increased responsibilities and in anticipation of his contemplated appointment as PVH’s Interim Chief Financial Officer, Mr. Holmes received a one-time $750,000 cash bonus payable in two tranches. See discussion on page 52. This amount is not reflected in the table.
3 Includes special RSU awards granted to Mr. Holmes that vest 25% on each of the first and second anniversaries of the grant date and 50% on the third. See page 53.
4 Amounts shown for Mr. Shaffer are at full year values and do not reflect his departure in September 2021.
5 Amounts shown for Ms. Donnelly are at full year values and do not reflect that she joined PVH in February 2021.
6 Includes 27,905 RSUs (grant date value of approximately $2.9 million) awarded to Ms. Donnelly to replace stock awards forfeited from her previous employer. See page 53. Approximately 62% vest on the first anniversary of grant, 27% on the second anniversary and 11% on the third.
7 Compensation shown for Ms. Abel-Hodges reflects that she no longer was an executive officer at the time compensation was set for 2021.
4 Mr. Larsson received a payment of $1,440,000 in December 2020, which represented 80% of our good faith estimate of his 2020 bonus, as provided in his employment agreement. The remaining balance was paid in April 2021, at the same time as bonuses were paid to the other NEOs who received payouts. ~~See~~ ~~page 66.~~
5 ~~Represents Mr. Hagman’s new base salary and aggregate bonus opportunity approved in connection with his promotion to Chief Executive Officer, Tommy Hilfiger Global and PVH Europe.~~
6 ~~Includes (a) an additional award of RSUs and grants of stock options and PSUs made in June 2020 in connection with Mr. Hagman’s promotion and (b) a special grant of RSUs made to Mr. Hagman.~~ ~~See~~ ~~page 51. The special RSU grant vests 25% on the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.~~
~~PVH CORP. 2021 PROXY STATEMENT  |  39~~

PVH Corp.  2022 Proxy Statement  /  41

Back to Contents
~~COMPENSATION DISCUSSION & ANALYSIS~~ ~~2020 COMPENSATION HIGHLIGHTS~~
Compensation Best Practices

We follow the practices described below because we believe they align our compensation program, and the interests of our NEOs, with the interests of our stockholders and avoid excessive risk.

Things We Do ~~Things We Do Not~~ Do
We regularly engage with stockholders regarding our compensation practices.
The Chair of the Compensation Committee is available at our Annual Meeting to answer questions.
Most executive compensation varies based on the long-term performance of PVH and our common stock.
Performance targets for our incentive plans are rigorous but do not encourage excessive risk.
We typically use different financial metrics as performance measures for annual bonuses and PSU awards so executives focus on the business as a whole and not on any particular performance goal.
We regularly reassess the measures used with our performance-based awards, as well as the mix of elements that make up our compensation program, to ensure they promote stockholder value and align with investor priorities.
Our NEOs are subject to stringent stock ownership guidelines — 6x base salary for the CEO and 3x base salary for the other NEOs — and there are limits on the amount of stock they can dispose of before they satisfy the applicable guideline.
Our change-in-control arrangements are “double-trigger.”
Our disclosure regarding our compensation program and each NEO’s compensation package is comprehensive and transparent.
Our Clawback Policy allows us to recover or cancel incentive compensation awards and payouts in the event of a restatement of our financial statements or a material breach of a material company policy.
The Compensation Committee consists of three independent directors who have engaged the services of an independent compensation advisor.
Awards under our incentive plans are capped to prevent undue efforts to surpass the target for any particular metric.
We conduct an annual risk assessment of our executive compensation program.
Our compensation peer group is realistic, comprising a mix (by revenue) of larger and smaller companies in our industry.
   ~~We regularly engage with stockholders regarding our compensation practices.~~
   ~~The Chairman of the Compensation Committee is available at our Annual Meeting to answer questions.~~
   ~~Most executive compensation varies based on long-term performance of PVH and our common stock.~~
   ~~Performance targets for our incentive plans are rigorous but do not encourage excessive risk.~~
   ~~We use different financial metrics as performance measures for annual bonuses and PSU awards so executives focus on the business as a whole and not on any one particular metric.~~
   We regularly reassess the financial measures used with our performance-based awards, as well as the mix of elements that make up our compensation program, to ensure they promote increases in stockholder value and align with investor priorities.
   Our NEOs are subject to stringent stock ownership guidelines — 6x base salary for the CEO and 3x base salary for the other NEOs — and there are limits on the amount of stock they can dispose of before they satisfy the applicable guideline.
   ~~Our change-in-control arrangements are “double trigger.”~~
   We provide comprehensive and transparent disclosure of our compensation program and each NEO’s compensation package, with thorough explanations of performance measures, goal setting, targets, and payouts.
   We have a Clawback Policy that allows us to recover or cancel incentive compensation awards and payouts in the event of a restatement of our financial statements or a material breach of a material company policy.
   ~~The Compensation Committee consists of four independent directors who have engaged the services of an independent compensation advisor.~~
   ~~Awards under our incentive plans are capped to prevent undue efforts to surpass the target for any particular metric.~~
   ~~We conduct an annual risk assessment of our executive compensation program.~~
   ~~Our compensation peer group is realistic, comprising a mix (by revenue) of larger and smaller companies in our industry.~~
   ~~We do not grant awards to our NEOs solely for retention purposes or to replace awards that did not or are not expected to pay out.~~
   ~~We do not grant discretionary awards that are not substantiated by company and individual performance.~~
   ~~We do not allow “retesting” or use multiple one-year targets with our annual bonus awards that provide NEOs with more than one opportunity to receive the same payout.~~
   ~~We do not permit repricing of underwater stock options.~~
   ~~We do not pay dividends on unvested RSUs or accrue dividends or dividend equivalents on unvested PSUs.~~
   ~~Pension and welfare benefits and perquisites are not a significant part of our NEOs’ compensation.~~
   ~~NEO employment agreements do not provide for tax gross-ups.~~
   ~~We do not permit our NEOs to pledge PVH securities, hold PVH securities in a margin account, or engage in hedging or similar transactions.~~
   ~~We do not provide any special benefits or compensation upon the death of an NEO.~~
   ~~NEO employment agreements do not include long-term compensation in the calculation of the amount of severance payable.~~
Things We Do Not Do
~~40  |~~
We do not grant awards to our NEOs solely for retention purposes or to replace awards that did not or are not expected to pay out.
We do not grant discretionary awards that are not substantiated by company and individual performance.
We do not allow “retesting” or use multiple one-year targets with our annual bonus awards that provide NEOs with more than one opportunity to receive the same payout.
We do not permit repricing of underwater stock options.
We do not pay dividends on unvested RSUs or accrue dividends or dividend equivalents on unvested PSUs.
Pension and welfare benefits and perquisites are not a significant part of our NEOs’ compensation.
NEO employment agreements do not provide for tax gross-ups.
We do not permit our NEOs to pledge PVH ~~CORP. 2021 PROXY STATEMENT~~ securities, hold PVH securities in a margin account, or engage in hedging or similar transactions.
We do not provide any special benefits or compensation upon the death of an NEO.
NEO employment agreements do not include long-term compensation in the calculation of the amount of severance payable.

PVH Corp.  2022 Proxy Statement  /  42

~~Compensation Discusion & Analysis~~ ~~Philosophy and Approach~~
~~2020 Executive Compensation Program~~
~~PHILOSOPHY AND APPROACH~~
~~Our compensation program is a pay-for-performance model. We believe we should incentivize our executive officers~~Back to improve our financial performance, profitably grow our businesses, and increase stockholder value, and reward them only if they attain these objectives. The severe impacts of the COVID-19 pandemic required us to refocus our priorities. Instead, we focused on ensuring our financial stability and liquidity; protecting our business, including through accelerating the growth of our digital commerce businesses, exiting non-core and low profitability businesses, and positioning ourselves for growth as we emerge from the pandemic; and preserving stockholder value. Consistent with the foregoing, the Compensation Committee and management instituted actions to preserve cash by approving salary freezes and temporary reductions, reducing annual bonus payout opportunities by 50%, and granting annual equity awards in two tranches due to stock price volatility. The foregoing actions did not change our overall approach to compensation. The bulk of each Named Executive Officer’s compensation package continued to consist of short-term and long-term incentive awards that paid out only if we achieved specific financial and strategic targets, and equity awards continued to be linked to increases in stock value over time. Our strategic performance criteria included advancing our corporate responsibility commitments to our associates, the workers in our value chain, and the communities where we live and work, as we firmly believe these efforts help strengthen our organization and improve our performance by managing risk, maximizing efficiencies and driving value.
We also believe our compensation program should be competitive. An organization of our size and breadth can only operate effectively and profitably if it is managed by a team of talented executives who have the necessary experience and skill sets. To ensure that we can attract, develop and retain the right people for PVH, when we establish compensation packages each year, we compare the total potential compensation that each Named Executive Officer can earn to the compensation awarded to the most comparable executives at the companies in our peer group. (For more information on the peer group, see “Peer Group” on page 54.)
Our compensation program and plans are flexible and permit the use of a variety of compensation elements and varying terms. The Compensation Committee reviews the program annually, keeping abreast of regulatory changes, following marketplace developments, and analyzing practices within our peer group. This effort is intended to ensure that our practices are consistent with stockholder interests and enable us to recruit, retain and motivate qualified executives. In administering the program each year, the Compensation Committee determines what elements to use, the terms of all awards and, with respect to performance cycles concluded, the extent to which financial goals were achieved and whether any payouts should be made.
The compensation package for Mr. Hagman is somewhat different from the compensation paid to the other NEOs because he is employed outside of the U.S. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Accordingly, not all of the discussion regarding our NEOs pertains to him.
~~PVH CORP. 2021 PROXY STATEMENT   |   41~~Contents
2021 Executive Compensation Program
Philosophy and Approach

Performance focused
Our compensation program is a pay-for-performance model. We believe we should incentivize our executive officers to improve our financial performance, profitably grow our businesses and increase stockholder value—rewarding them only if they attain these objectives. However, the COVID-19 pandemic initially required us to adjust our priorities in favor of ensuring PVH’s financial stability and liquidity. Our compensation program was adjusted, as well, to service these preservation priorities. We also protected our business, including through accelerating the growth of our digital commerce businesses, exiting non-core and low profitability businesses, and positioning ourselves for growth as we emerged from the pandemic. And, of course, we sought to preserve stockholder value. With an overall improving but still unpredictable and pressured business environment as we were setting the 2021 compensation program, we again adjusted, this time largely moving back toward our pre-pandemic approach.
Our overall approach to executive compensation remained consistent in 2020 and 2021. The bulk of each Named Executive Officer’s compensation package continued to consist of short-term and long-term incentive awards that paid out only if we achieved specific financial and strategic targets, and equity awards continued to be linked to increases in stock value over time. We also continued our practice of identifying strategic performance criteria for our annual bonus awards, such as advancing our Forward Fashion corporate responsibility commitments, as we firmly believe these efforts help strengthen our organization and improve our performance by managing risk, maximizing efficiencies and driving value.
Competitive
We also believe our compensation program must make PVH attractive in comparison to the companies with which we compete for talent. An organization of our size and breadth can only operate effectively and profitably if it is managed by a team of talented executives who have the necessary experience and skill sets. To ensure that we can attract, develop and retain the right people for PVH, when we establish compensation packages each year, we compare the total potential compensation that each Named Executive Officer can earn to the compensation awarded to the most comparable executives at the companies in our peer group. (For more information on the peer group, see “Peer Group” on page 56.)
Flexible
The Compensation Committee reviews the program annually, keeping abreast of regulatory changes, following marketplace developments, and analyzing practices within our peer group. This effort is intended to ensure that our practices are consistent with stockholder interests and enable us to recruit, retain and motivate qualified executives. Our compensation program and plans are flexible and permit the use of a variety of compensation elements and varying terms. In administering the program each year, the Compensation Committee determines what types of awards to grant, the performance measures and goals (if any) to apply to the awards, the performance period (if any), and the mix of awards to be granted to the NEOs.
Special Notes
The compensation package for Mr. Hagman is somewhat different from the compensation paid to the other NEOs because he is employed outside of the U.S. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Accordingly, not all of the discussion regarding our NEOs pertains to him.
The compensation information for Mr. Shaffer reflects a partial year of employment, as he left PVH in September 2021.
Mr. Holmes’ compensation package was established in respect of his role throughout the year as our Controller (principal accounting officer), which is not an executive officer position. As a result, the discussion of how we establish the compensation packages for the NEOs does not apply to him. Mr. Holmes is a NEO for disclosure purposes because he served as our principal financial officer (on an interim basis) for part of 2021.
Ms. Donnelly’s reported compensation includes certain special cash and equity components agreed to in connection with her joining PVH in February 2021. These items are not part of her on-going compensation package.
Ms. Abel-Hodges is a NEO for disclosure purposes, but she was an adviser, not an executive officer, at the time her 2021 compensation package was set. Therefore, as with Mr. Holmes, the discussion of how we establish compensation packages for the NEOs does not apply to her.
PVH Corp.  2022 Proxy Statement  /  43

~~Compensation Discussion & Analysis~~ ~~Executive Compensation Overview~~
Back to Contents~~EXECUTIVE COMPENSATION OVERVIEW~~
~~Elements of Compensation~~
~~Our executive compensation program currently consists of six~~
Executive Compensation Overview
Elements of Compensation
Our executive compensation program currently consists of five components with the following purposes:

1. ~~BASE SALARY,~~
1. Base Salary,which provides a competitive amount of fixed compensation.
2. ~~BONUS AWARDSunder the Performance Incentive Bonus Plan, which provide an annual opportunity to earn additional cash if PVH achieves predetermined objective performance goals.~~
3. ~~STOCK OPTIONSunder the Stock Incentive Plan, which provide an opportunity to benefit from long-term appreciation in the price of our common stock.~~
4. ~~RESTRICTED STOCK UNITSunder the Stock Incentive Plan, which directly align recipients’ long-term interests with~~
2. Bonus Awards under the Performance Incentive Bonus Plan, which provide an annual opportunity to earn additional cash if PVH achieves predetermined objective performance goals.
3. Stock Options under the Stock Incentive Plan, which provide an opportunity to benefit from long-term appreciation in the price of our common stock.
4. Restricted Stock Units under the Stock Incentive Plan, which directly align recipients’ long-term interests with those of our stockholders by constantly mimicking ~~the value of our common stock.~~
5. ~~PERFORMANCE SHARE UNITSunder the Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term objective performance goals.~~
6. ~~GRIP (“GROWTH AND RETENTION INCENTIVE PLAN”) AWARDSunder the Long-Term Incentive Plan, which provide an opportunity to earn additional cash if predetermined long-term objective performance goals are achieved.~~
Individual NEOs generally do not receive all six forms of compensation each year. GRIP awards, in particular, are made infrequently to U.S.-based executives and, although they have been used more often with our Europe-based executives, it has been on a triennial basis. Ms. Abel-Hodges and Mr. Hagman were the only NEOs who received GRIP awards when they were last made in 2017. Payouts under those awards typically required the NEOs’ respective business units to achieve predetermined levels of earnings over a three-year performance cycle. We also have granted GRIP awards in connection with transactions to incentivize the integration and growth of the acquired businesses.
As discussed above, although our executive compensation program retained its overall structure in 2020, we did make significant adjustments in response to the impact of the pandemic on us and our stock, particularly with respect to salaries and bonuses. These adjustments included:
◾ ~~obtaining agreements from Mr. Chirico for a temporary salary forbearance and from all other NEOs for temporary salary reductions;~~
◾ ~~making no base salary increases (except for Mr. Hagman in connection with his promotion);~~
◾ ~~reducing bonus payout opportunities by 50%;~~
◾ ~~changing bonus performance measures to EBITDA (to incentivize cash generation);~~
◾ ~~delaying our bonus goal-setting process to the second quarter (to allow stores to reopen after the initial round of temporary~~
~~closures and assess performance, as well as to assess the impact the pandemic was having on our business and might continue to have for the remainder of the year);~~
◾ establishing performance goals for bonuses in a wider range than is typical, but requiring “break even” performance at the threshold performance level and a stretch goal at the maximum performance level that exceeded our performance at the time the awards were made; and
◾ ~~making equity grants in two tranches to provide the NEOs and other participants with their standard grant values only after stock market volatility moderated.~~
~~Compensation Committee Process~~
~~Considerations when setting compensation~~
Every year the Compensation Committee reviews the compensation packages for each of our Named Executive Officers. This review considers the NEOs’ respective base salaries, annual and long-term bonus opportunities, the value of ~~their stock options and RSU~~
~~42   |~~our common stock.
5. Performance Share Units under the Stock Incentive Plan, which provide an opportunity to earn equity if PVH ~~CORP. 2021 PROXY STATEMENT~~
~~Compensation Discussion & Analysis~~ ~~Executive Compensation Overview~~
~~awards, and the allocation among these elements. We do not prescribe a specific formula for the mix of pay elements other than to favor variable performance-based pay over fixed pay and~~achieves predetermined long-term ~~pay over short-term.~~
When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the median compensation for comparable executives within our peer group. (For more information, see “Peer Group,” which begins on page 54.objective performance goals.
Compensation Committee Process
Considerations when setting compensation
Every year the Compensation Committee reviews the compensation packages for each of our Named Executive Officers. This review considers the NEOs’ respective base salaries; the annual bonus and PSU award structure; the grant date value of their stock options, RSU and PSU awards; and the allocation among these elements. We do not prescribe a specific formula for the mix of pay elements other than to favor variable performance-based pay over fixed, and long-term pay over short-term.
When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the median compensation for comparable executives within our peer group. (For more information, see “Peer Group,” which begins on page 56.) Then we consider both objective and subjective factors, such as:

◾ ~~job responsibility;~~
◾ ~~individual, business unit, and company performance;~~
◾ ~~potential for advancement;~~
◾
• job responsibility;
• individual, business unit, and company performance;
• potential for advancement;
• tenure in role and with PVH;
◾ ~~internal pay equity;~~
◾ ~~pay history;~~
◾ ~~retention considerations; and~~
◾
• internal pay equity;
• pay history;
• retention considerations; and
• alignment with stockholder interests.

The Compensation Committee also receives input from the Chief Executive Officer (except with respect to his own compensation) and the Chief People Officer.
Generally speaking, we adjust the Chief Executive Officer’s compensation package less frequently than we adjust compensation for the other NEOs. The Chief Executive Officer’s compensation is more heavily weighted toward long-term elements than the compensation packages for the other NEOs, and the Committee prefers to look at several years of compensation results to determine whether preceding compensation adjustments worked as intended. Adjustments to Mr. Larsson’s compensation package will be determined based upon the Board’s assessment of his performance. Input from each director on several performance metrics leads to a cumulative assessment (see discussion on page 29) that guides the Compensation Committee’s recommendation and the Board’s approval of the Chief Executive Officer’s compensation package for the upcoming year.
PVH Corp.  2022 Proxy Statement  /  44
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Authority to grant equity awards
The Compensation Committee has sole authority to grant equity awards to the NEOs. The Committee has delegated limited authority to our Chief Executive Officer to make equity awards to PVH associates (other than our Section 16 officers), principally in connection with promotions and new hires. Pursuant to this authority, the Chief Executive Officer may grant, on an annual basis, restricted stock units with an aggregate grant date value of $5 million and a maximum value in one year to any one associate of $300,000. In addition, for each of 2017 through 2019 and in 2021, the Committee delegated limited authority to our Chief Executive Officer to make discretionary RSU awards to high-potential and high-performing executives below the senior executive level. Any awards made were in addition to an individual’s standard annual grant and subject to parameters established by the Committee. For 2021, these awards were not permitted to exceed $6 million in the aggregate and generally did not exceed 100% (50% in prior years) of the individual’s standard annual award. The Committee determined not to authorize the additional discretionary awards in 2020 due to the adverse impacts of the pandemic, volatility in the stock market, and measures we took affecting our associate population. The Committee receives a report annually on the awards granted pursuant to these delegations of authority.
Schedule for Compensation Committee meetings
The Compensation Committee generally makes decisions during the first quarter of each year about payouts of incentive plan awards for the recently completed fiscal year, as well as on base salaries, performance-based awards, and equity grants for the current fiscal year. See “Timing of Equity Awards” on page 59. In addition, the Committee uses its first quarter meetings to consider and approve any new incentive compensation plans or arrangements that require Board or stockholder approval.
The Compensation Committee’s other meetings during the year typically are focused on reviewing our compensation programs generally and discussing potential changes to these programs, including to address corporate governance and regulatory developments. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the performance measures used in incentive awards, and alternative plans and performance measures. The Committee also uses its other meetings to address compensation issues relating to changes in executives and promotions among the executive ranks.
Use of tally sheets
The Compensation Committee reviews tally sheets annually. Each NEO’s tally sheet covers prior year compensation and proposed compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites, and benefits. Tally sheets also illustrate compensation opportunities and quantify payments and other value an executive would receive in various termination of employment scenarios—meaning they show full “walk away” values. In short, tally sheets enable the Compensation Committee to see and evaluate the full range of executive compensation; understand the magnitude of potential payouts in the event of retirement, change in control, and other events resulting in termination of employment; and consider changes to our compensation program, arrangements and plans in light of “best practices” and emerging trends in regard to compensation payable upon termination of employment.
PVH Corp.  2022 Proxy Statement  /  45
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Independent Compensation Consultant
The Compensation Committee has retained ClearBridge Compensation Group as its independent compensation consultant since 2009. The Compensation Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees.
ClearBridge meets and works with the Committee, our Chief Executive Officer, our Chief People Officer, and our Executive Vice President, Global Compensation, Benefits and HR Systems, to develop each year’s compensation packages and overall compensation program. The Committee reviews the compensation program and related matters annually, and instructs the compensation consultant to provide information, analysis and recommendations to facilitate that review. The principal focus areas in 2021 were how our overall program design supports the business priority to drive an accelerated recovery from the significant, ongoing impacts of the pandemic on the business and the desire to advance and align long term incentives with the “PVH+ Plan,” our multi-year strategic growth plan. We also reviewed how our peers and other companies in our industry adjusted compensation programs and designed compensation packages in response to the continuing impacts of the pandemic. The compensation consultant also assists the Committee with its assessment of risks in our compensation program and consideration of tally sheets.
ClearBridge is engaged by, and reports directly to, the Compensation Committee, and has been determined by the Committee to be independent under SEC rules and NYSE listing standards. ClearBridge also advises, and reports to, the Nominating, Governance & Management Development Committee on matters relating to non-employee director compensation. Management is prohibited from retaining the compensation consultant without the prior approval of the Compensation Committee. No such approval has been sought.
Role of Management
The Chief People Officer, Executive Vice President, Global Compensation, Benefits and HR Systems, and the General Counsel review drafts of the materials ClearBridge prepares for the Committee to ensure the accuracy of our internal data and records, compliance with plan terms and other matters. These executives also provide guidance to the Committee regarding applicable matters such as associate perceptions and reactions, and legal and disclosure developments.
Compensation Decisions for 2021
The pandemic continued to impact everything in 2021. Trying to predict performance was difficult, year-over-year growth was uncertain, and the stock market was extremely volatile. Meanwhile, our leadership team was working under challenging conditions to protect the health of our associates, consumers, business partners and communities; accelerate the growth and profitability of our digital commerce businesses; right-size our cost base; manage discretionary spending; maintain our financial health and liquidity; focus on our global power brands, Calvin Klein and TOMMY HILFIGER; enhance the brand and product relevance, pricing power and consumer experience in each of our businesses; and set PVH up for an accelerated post-pandemic recovery by focusing on distribution, our brands and our products to drive deeper connections with our consumers. Key actions and accomplishments during 2021 include:
• reinstating quarterly dividends in the fourth quarter;
• recommencing stock repurchases under our $2.0 billion stock repurchase program;
• completing the exit from our Heritage Brands Retail division;
• effecting reductions of our workforce, primarily in international markets, and office and retail footprint;
• achieving approximately 30% growth overall across all digital channels and maintaining our 25% total digital commerce penetration, which is double pre-pandemic levels; and
• adding key leadership talent, including a Chief Executive Officer, PVH Americas and through 2020, the Chief Human Resources Officer. (Our former Chief Human Resources Officer is retiring and has relinquished these duties to his successor, who commenced her employment with PVH in September 2020 and became Chief People Officer on January 1, 2021.)
Mr. Chirico’s compensation package while he served as CEO was determined, and adjustments to Mr. Larsson’s compensation will be determined, based upon the Board’s assessment of his performance. Input from each director on several performance metrics leads to the cumulative assessment of the CEO’s performance (see discussion on page 26), which guides the Compensation Committee’s recommendation and the Board’s approval of the Chief Executive Officer’s compensation package for the upcoming year.
Generally speaking, we adjust the Chief Executive Officer’s compensation package less frequently than we adjust compensation for the other NEOs. The Chief Executive Officer’s compensation is more heavily weighted toward long-term elements than the compensation packages for the other NEOs, and the Committee prefers to look at several years of compensation results to determine whether preceding compensation adjustments worked as intended.
~~Authority to grant equity awards~~
The Compensation Committee has sole authority to grant equity awards to the NEOs. The Committee has delegated limited authority to our Chief Executive Officer to make equity awards to PVH associates (other than our Section 16 officers), principally in connection with promotions and new hires. Pursuant to this authority, the Chief Executive Officer may grant, on an annual basis, restricted stock units with an aggregate grant date value of $5 million and a maximum value in one year to any one associate of $300,000. In addition, for each of 2017 through 2019, the Committee delegated limited authority to our Chief Executive Officer to make discretionary RSU awards to high-potential and high-performing executives below the senior executive level. Any awards made were in addition to an individual’s standard annual grant and subject to parameters established by the Committee. These awards were not permitted to exceed $5 million in the aggregate and generally did not exceed 50% of the individual’s standard annual award. The Committee received a report annually on the awards granted pursuant to these delegations of authority. The Committee determined not to authorize the additional discretionary awards in 2020 due to the adverse impacts of the pandemic, volatility in the stock market and measures we took affecting our associate population (including ongoing furloughs and reduced work schedules)Calvin Klein Global (new role).
~~Schedule for Compensation Committee meetings~~
The Compensation Committee generally makes decisions during the first quarter of each year about payouts of incentive plan awards for the recently completed fiscal year, as well as on base salaries, performance-based awards, and equity grants for the current fiscal year. See “Timing of Equity Awards” on page 57. In addition, the Committee uses its first quarter meetings to consider and approve any new incentive compensation plans or arrangements that require Board or stockholder approval.
The Compensation Committee’s other meetings during the year typically are focused on reviewing our compensation programs generally and discussing potential changes to these programs, including to address corporate governance and regulatory developments. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation
~~PVH CORP. 2021 PROXY STATEMENT   |   43~~

PVH Corp.  2022 Proxy Statement  /  46

~~Compensation Discussion & Analysis~~ ~~Executive Compensation Overview~~
Back to Contents
We developed compensation packages for 2021 that reflected management’s efforts and success in effecting these actions, the financial realities of the year, the volatility in the stock market, and the need to incentivize and retain key talent. The Compensation Committee also believed our compensation packages should recognize management’s leadership in navigating the pandemic and positioning PVH and our businesses to emerge in a strong position, prepared to deliver our next chapter of growth. The key changes for the year are noted below.

Pay element Historical program ~~the financial measures used in incentive awards, and alternative plans and financial measures. The Committee also uses its other meetings to address compensation issues relating to~~bases Key changes ~~in executives and promotions among the executive ranks.~~
Addressing the pandemic, as well as other significant undertakings in the year, significantly disrupted the typical schedule. Ultimately, the Compensation Committee held 14 meetings in 2020 (as compared to six or seven in a typical year). The purposes of the additional meetings included:
◾ ~~monitoring the effects of the COVID-19 pandemic;~~
◾ ~~determining and implementing a timely and appropriate compensation program consistent with both managing the financial health of the business and enabling a strong recovery;~~for 2021
◾ ~~making awards on the altered schedule discussed above;~~
◾ ~~establishing compensation and agreement terms related to the CEO transition and the hiring of other key executives; and~~
◾ ~~making determinations in connection with the resignation of Mr. Hagman’s predecessor and Mr. Hagman’s promotion.~~
~~Use of tally sheets~~
The Compensation Committee reviews tally sheets annually. Each NEO’s tally sheet covers prior year compensation and proposed compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites, and benefits. Tally sheets also illustrate compensation opportunities and benefits and quantify payments and other value an executive would receive in various termination of employment scenarios, meaning they show full “walk away” values. In short, tally sheets enable the Compensation Committee to see and evaluate the full range of executive compensation; understand the magnitude of potential payouts in the event of retirement, change in control, and other events resulting in termination of employment; and consider changes to our compensation program, arrangements and plans in light of “best practices” and emerging trends.
~~Independent Compensation Consultant~~
The Compensation Committee has retained ClearBridge Compensation Group as its independent compensation consultant since 2009. The Compensation Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees.
ClearBridge meets and works with the Committee, our Chief Executive Officer, our Chief Human Resources Officer/Chief People Officer and our Executive Vice President, Global Compensation, Benefits and HR Systems, to develop each year’s compensation packages and overall compensation program. The Committee reviews the compensation program and related matters annually, and instructs the compensation consultant to provide information, analysis and recommendations to facilitate that review. The principal focus areas in 2020 included monitoring how our peers and how other companies in our industry adjusted compensation programs and designed compensation packages in response to the impacts of the pandemic, including determining whether to and, if so, how best to maintain our overall program design. The compensation consultant also assists the Committee with its assessment of risks in our compensation program and consideration of tally sheets.
ClearBridge is engaged by, and reports directly to, the Compensation Committee, and has been determined by the Committee to be independent under SEC rules and NYSE listing standards. ClearBridge also advises, and reports to, the Nominating, Governance & Management Development Committee on matters relating to non-employee director compensation. Management is prohibited from retaining the compensation consultant without the prior approval of the Compensation Committee. No such approval has been sought.
~~Role of Management~~
The Chief Human Resources Officer/Chief People Officer, Executive Vice President, Global Compensation, Benefits and HR Systems, and the General Counsel review drafts of the materials ClearBridge prepares for the Committee to ensure the accuracy of our internal data and records, compliance with plan terms and other matters. These executives also provide guidance to the Committee regarding applicable matters such as associate perceptions and reactions, and legal and disclosure developments.
~~44   |   PVH CORP. 2021 PROXY STATEMENT~~
~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
~~COMPENSATION DECISIONS FOR 2020~~
The pandemic had an unprecedented impact on everything in 2020. Trying to predict performance was impossible, year-over-year growth was unachievable, and the stock market was extremely volatile. Meanwhile, our leadership team was working under difficult conditions to protect the health of our associates, consumers, business partners and communities; accelerate the growth and profitability of our digital commerce businesses; right-size our cost base; manage discretionary spending; maintain our financial health and liquidity; enhance the brand position, products and consumer experience in each of our businesses; set PVH up for an accelerated post-pandemic recovery by focusing on distribution, our brands and our products to drive deeper connections with our consumers; and continue to advance plans with respect to our CEO transition and Board refreshment processes. Additionally, we were asking our associates and managers to do more with less due to temporary salary reductions, furloughs, and work schedule cutbacks, and, ultimately, workforce reductions. Key actions taken since the beginning of the pandemic include:
◾ ~~Completing the sale of our licensed Speedo North America business for approximately $170 million;~~
◾ ~~Suspending share repurchases and quarterly dividends;~~
◾ ~~Securing a $275 million 364-day revolving credit facility;~~
◾ ~~Raising €175 million through a private offering of senior notes due 2024;~~
◾ ~~Obtaining covenant waivers under our 2019 senior credit facilities;~~
◾ ~~Raising $500 million through a private offering of senior notes due 2025;~~
◾ ~~Announcing the exit from our Heritage Brands Retail division by mid-2021;~~
◾ ~~Effecting workforce reductions in North America and certain international markets;~~
◾ ~~Announcing and completing the planned Chief Executive Officer transition to Mr. Larsson from Mr. Chirico;~~
◾ ~~Appointing two diverse independent directors in connection with our Board refreshment program; and~~
◾ Adding key leadership talent, including a Chief Executive Officer, PVH Americas (new role); Chief People Officer (Chief Human Resources Officer retired); Chief Executive Officer, PVH Asia-Pacific (leadership change); Chief Diversity Officer and Senior Vice President of Global Talent Acquisition and Associate Experience (new role); and chief brand, marketing, design and merchandising executives at both Calvin Klein and Tommy Hilfiger (new roles or filled vacancies).
We developed compensation packages for 2020 that reflected management’s efforts and success in effecting these actions, the financial realities of the year, the volatility in the stock market, the need to incentivize and retain key talent, and the need to recognize management’s leadership in navigating the pandemic and positioning the company and our businesses to exit the pandemic in a strong position and prepared to deliver our next chapter of growth. The key changes are noted below:
~~Pay element~~ ~~Historical program bases~~ ~~Key changes for 2020~~
~~BASE SALARY~~ ◾
Base Salary •  Committee considers time between salary increases, whether the NEO was recently promoted or assumed additional responsibilities, the NEO’s advancement potential, and whether the NEO executed special or difficult assignments during the year ◾
~~Each NEO had a temporary full or partial base salary reduction for three months~~
◾ ~~No base salary increases (other than for Mr. Hagman in connection with his promotion)~~

~~SHORT-TERM INCENTIVES~~
~~(Annual bonuses under our Performance Incentive Bonus Plan)~~
◾
~~EPS performance metric for all NEOs~~

◾
~~Corporate EBITDA selected as performance metric for all NEOs~~
◾ ~~Business unit operating income performance metric for NEOs with divisional responsibilities~~ ◾ ~~Business unit EBITDA selected as performance metric for NEOs with divisional responsibilities~~
◾ ~~Awards can be modified based on strategic performance criteria~~ ◾ ~~Committee decreased potential payouts at each level of performance to 50% of standard opportunities~~
◾ ~~Performance goals established during first quarter for full year~~ ◾ ~~Awards remained subject to modification based on strategic performance criteria but, ultimately, no awards were adjusted~~

◾ ~~Performance goals established during second quarter for 9-month period to allow for stores to reopen after mandatory lockdowns and allow the business environment to become more settled~~
~~LONG-TERM INCENTIVES~~
~~(Combination of RSUs, stock options and PSUs)~~ ◾
~~Committee grants awards in single tranche~~
◾
~~Committee granted awards in two tranches with separate vesting and performance periods~~
◾ ~~Stock options and RSUs vest at a rate of 25% on each of the first four anniversaries of the grant date (assuming continued employment)~~ ◾ ~~All other material terms of awards made in 2020 were substantially unchanged~~
◾ ~~PSUs vest based on absolute stock price performance and relative TSR against the S&P 500 for a three-year performance period~~
~~PVH CORP. 2021 PROXY STATEMENT   |   45~~
~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
The reduction in bonus payout opportunities meant that a payout at the maximum performance level to each of Messrs. Chirico, Shaffer and Larsson would equal the target payout under their standard compensation packages. Ms. Abel-Hodges’ maximum payout opportunity would be above her standard target payout opportunity. Mr. Hagman’s maximum payout opportunity would be below his standard target payout opportunity.
~~We did not adjust performance goals for any of our outstanding PSU awards (~~~~i.e.~~, grants made in 2017, 2018 and 2019). PSU awards for the three-year performance cycles that ended in April 2020 and April 2021 did not pay out because the performance goals established at the time they were granted (~~i.e.~~~~, 2017 and 2018, respectively) were not achieved.~~
~~Base Salaries~~
~~Objectives~~
~~Base salaries provide our Named Executive Officers with a stable and secure source of income at a market-competitive level, and also serve to retain and motivate these individuals.~~
~~Considerations~~
Base salaries are established for each NEO primarily based upon market considerations, peer data, PVH’s overall performance, our expected performance, individual performance, and (for Ms. Abel-Hodges and Mr. Hagman) business unit performance. For any particular NEO, the Compensation Committee also may consider time between salary increases, whether the NEO was recently promoted or assumed additional responsibilities, the NEO’s advancement potential, and whether the NEO executed special or difficult assignments during the ~~year. Finally, the Compensation Committee takes into account the relative salaries of our Named Executive Officers. Ultimately,~~year
•  Mr. Larsson’s base salary ~~decisions are subjective; no specific weight is assigned to any deciding factor.~~was increased in connection with his transition into the CEO role on the first day of 2021
~~2020 decisions~~
~~We did not grant~~•  Mr. Holmes, Mr. Shaffer, Mr. Hagman and Ms. Fuller each received base salary increases ~~in 2020 (other than Mr. Hagman’s promotional increase).~~ ~~This decision was a reflection~~as part of the ~~business environment~~Compensation Committee’s annual compensation review process
Short-Term Incentives
(Annual bonuses under our Performance Incentive Bonus Plan)
•  EPS performance metric for all NEOs
•  Business unit operating income performance metric for NEOs with divisional responsibilities
•  Awards can be modified based on strategic performance criteria
•  Performance goals established during the first quarter for the full year
•  Threshold and maximum performance goals typically 10% below and above target performance
•  EBIT performance metric for all NEOs, after using EBITDA in 2020
•  Business unit EBIT performance metric for NEOs with divisional responsibilities, after using EBITDA in 2020
•  Awards remained subject to modification based on strategic performance criteria but, ultimately, no awards were adjusted
•  Continued 2020 practice of using a greater range (20%, on average in 2021) between target performance and each of threshold and maximum performance
Long-Term Incentives
(Combination of stock options, RSUs and PSUs)
•  Stock options and RSUs vest at a rate of 25% on each of the ~~time~~first four anniversaries of the grant date (assuming continued employment)
•  PSUs subject to absolute stock price performance (50%) and ~~expectations that difficult conditions would continue; it also preserved cash and was consistent with decisions we~~relative TSR against the S&P 500 (50%) for a three-year performance period
•  PSUs were ~~making not to provide salary increases across our associate populations and to furlough associates, reduce work schedules (and proportionate pay) and reduce our workforce.~~
Base salaries for our NEOs, along with their adjusted salaries that give effect to the temporary salary reductions implemented in 2020 for three months are shown below. These reductions reflected the business environment, the potential for long-term shutdowns of non-essential retail stores (such as ours and those of our customers and franchisees)50% based on EBIT (one-year performance period), and ~~the need to preserve cash.~~
Name 2019
Base Salary 2020
Base Salary Temporary 2020
% Base Salary
Reductions Effective Base
Salary Overall Salary
Reduction
EMANUEL CHIRICO $ 1,500,000 $ 1,500,000 100% $ 1,125,000 25.00%
MICHAEL A. SHAFFER $ 950,000 $ 950,000 25% $ 890,625 6.25%
STEFAN LARSSON $ 1,200,000 $ 1,200,000 35% $ 1,095,000 8.75%
CHERYL ABEL-HODGES $ 1,000,000 $ 1,000,000 25% $ 937,500 6.25%
MARTIJN HAGMAN N/A € 800,000 25% € 750,0001 6.25%
an overall three-year vesting period, and 50% based on relative TSR against a custom comparator group (three-year performance period)

1 Effective base salary for Mr. Hagman was calculated assuming the increase in base salary he received upon his promotion to Chief Executive Officer, Tommy Hilfiger Global and PVH Europe, was in effect for the entire year.
~~46   |   PVH CORP. 2021 PROXY STATEMENT~~
Key Notes

Our 2021 EPS was a record for us and EBIT growth (EBIT being the performance measure for annual bonuses and 50% of the NEO PSU awards) was the highest of any company in our peer group.
PSU awards for the three-year performance cycle that ended in April 2022 did not pay out on either performance measure because the performance goals established at the time they were granted were not achieved and the Compensation Committee did not adjust them.
Mr. Larsson received his 2019 PSU award in June 2019 when he joined PVH. The performance cycle will end in June 2022. He is not expected to receive a payout because the performance goals are not expected to be achieved on either of the performance measures.
We returned to standard grant practices for 2021 annual equity and bonus awards, making all awards prior to or immediately following the end of the first quarter.
PVH Corp.  2022 Proxy Statement  /  47

~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
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Base Salaries
Objectives
Base salaries provide our Named Executive Officers with a stable and secure source of income at a market-competitive level, and also serve to retain and motivate these individuals.
Considerations
Base salaries are established for each NEO primarily based upon market considerations, peer data, PVH’s overall performance, our expected performance, individual performance and (for Mses. Donnelly and Abel-Hodges and Mr. Hagman) business unit performance. For any particular NEO, the Compensation Committee also may consider time between salary increases, whether the NEO was recently promoted or assumed additional responsibilities, the NEO’s advancement potential, and whether the NEO executed special or difficult assignments during the year. Finally, the Compensation Committee takes into account the relative salaries of our Named Executive Officers. Ultimately, base salary decisions are subjective; no specific weight is assigned to any deciding factor.
2021 decisions
Mr. Larsson served as President through the end of 2020 and became CEO on the first day of 2021. Mr. Larsson’s base salary was increased in connection with his promotion (but remained below Mr. Chirico’s final base salary as CEO).
Ms. Fuller and Messrs. Holmes, Shaffer and Hagman all received base salary increases in 2021 in light of their significant efforts to keep our business running and growing during a continued volatile environment. Additionally, Messrs. Holmes and Shaffer did not receive increases in 2020 due to the onset of the pandemic (Mr. Hagman received a base salary increase in connection with his promotion to his current role), and all three incurred temporary salary reductions in 2020. Ms. Fuller joined us in late 2020. Ms. Abel-Hodges did not receive a salary increase due to the change in her role as a result of the creation of Ms. Donnelly’s role.
Base salaries for our NEOs are shown below.
Name 2020
Base Salary 2021
Base Salary % Base Salary
Increase
Stefan Larsson $ 1,200,000 $ 1,300,000 8.3%
James W. Holmes $ 525,000 $ 575,000 9.5%
Michael A. Shaffer $ 950,000 $ 980,000 3.2%
Patricia Donnelly N/A $ 1,000,000 N/A
Martijn Hagman € 800,000 € 835,000 4.4%
Julie A. Fuller $ 650,000 $ 700,000 7.7%
Cheryl Abel-Hodges $ 1,000,000 $ 1,000,000 0.0%

Short-Term Incentives—Performance Incentive Bonus Plan

Objective

Annual bonus awards under our Performance Incentive Bonus Plan provide cash compensation that is at risk and contingent on the achievement of short-term company and, for some NEOs, business unit performance goals. We establish performance targets that we believe are rigorous but not likely to encourage excessive risk-taking. As evidence of this rigor, over the past five years, our performance against the goals established for bonuses has varied significantly, ranging from slightly above threshold to maximum.

~~Considerations~~
We believe annual bonuses are appropriate to motivate the Named Executive Officers to execute against the budget and business plans approved by the Board each year. These budgets typically are the basis of our earnings and other guidance, assessments of our performance in earnings releases, and discussions with investors. We generally align performance metrics for annual bonus awards to our annual budgets and establish the goals and payout opportunities in the first quarter.
Bonus performance level
achievement over past five years¹
1 ~~Reflects corporate performance-based awards only.~~
~~The Compensation Committee makes three sets of decisions respecting annual bonuses before making awards:~~
1 2 3
Potential bonus payouts for each NEO. Financial metrics that will determine award payouts, and specific goals for each. Strategic performance criteria applicable to all of the NEOs but against which they are individually assessed.
~~2020 decisions~~
~~The pandemic~~
Maximum At or slightly below maximum (3x)²
Between target and ~~actions by governments around the world to attempt to contain the spread of the virus impacted our global business, including requiring us, our traditional wholesale customers~~maximum (1x)
At or slightly above target
Target Slightly below target
Between threshold and our franchisees to shut down almost all of our stores during the first quarter of 2020. Goals for bonuses based on corporate performance typically are based on our public earnings guidance, which, in turn, is derived from our Board-approved budgets. However, given the volatile business environment and the unpredictable impact of the pandemic, we did not provide earnings guidance in 2020 beyond general directional revenue estimates, and that only once stores started to reopen. When stores (ours, our customers’ and our franchisees’) generally were reopened and the business environment became somewhat more settled in the second quarter of 2020 we made the bonus awards for the year. Delaying the bonus award process from April to July allowed us to review and update our internal business plans and assess actual and projected performance based on our operations and market conditions at that time. The Compensation Committee, for its part, was able to receive information on other companies’ approaches to bonuses in light of the pandemic’s effect on business, and to use actual performance information to establish financial goals for the second through fourth quarters of 2020 that aligned with and incentivized the achievement of strategic priorities set forth in our plans. Throughout the year, the Committee received detailed updates with respect to the company’s actual and projected performance.
~~The bonus awards made by the Committee had several key differences from prior years that reflected the impact the pandemic was having on PVH and our business. Most importantly:~~
◾ Payout opportunities were half of those in the NEOs’ standard compensation packages. As a result, the payouts for Messrs. Chirico, Shaffer and Larsson could not exceed their standard target payouts. Ms. Abel-Hodges’ payout opportunity at the maximum performance level was above her standard target payout. Mr. Hagman’s payout opportunity at maximum performance was below his standard target payout.target
Threshold At or slightly above threshold (1x)
◾ ~~EBITDA was the performance measure used for both corporate and business unit awards to focus on the importance of generating cash and reinforcing our liquidity and financial position.~~

◾ There was a much wider than usual range between the target and maximum performance goals and the target and threshold goals to reflect the volatile business environment and the unpredictable impact of the pandemic at the time goals were set.
~~PVH CORP. 2021 PROXY STATEMENT   |   47~~

¹ Reflects corporate performance-based awards only.

~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for~~
² The performance level in 2020
~~Potential bonus payouts~~
~~The Compensation Committee sets threshold, target and~~ was maximum but the payout opportunities for ~~each NEO, expressed as~~the year were 50% of standard levels. As a ~~percentage of the NEO’s base salary. The payout opportunities~~result, actual payouts were at standard target-level amounts.
PVH Corp.  2022 Proxy Statement  /  48
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Considerations
We believe annual bonuses are appropriate to motivate the Named Executive Officers to execute against the budget and business plans approved by the Board each year. These budgets typically are the basis of our earnings and other guidance, assessments of our performance in earnings releases, and discussions with investors. We generally align performance metrics for annual bonus awards to our annual budgets and establish the goals and payout opportunities in the first quarter.
The Compensation Committee makes three sets of decisions respecting annual bonuses before making awards:
1 2 3
Potential bonus payout for each NEO. Financial metrics that will determine award payouts, and specific goals for each. Strategic performance criteria applicable to all of the NEOs but against which they are individually assessed.
2021 Decisions
While we adjusted the timing and payout opportunities for our bonus awards in 2020, we felt comfortable returning to our prior practice of setting bonus awards and goals near the end of the first quarter in 2021. The bonus awards made by the Compensation Committee differed from the 2020 awards and were more consistent with awards made pre-pandemic.
The performance measure for the corporate award was EBIT, which is consistent with the earnings-based focus of EPS, which had historically been used pre-pandemic. We used EBITDA in 2020 due to the importance of generating cash and reinforcing our liquidity and financial position.
EBIT was used as the performance measure for business unit awards, which is consistent with our pre-pandemic practice for business unit awards. We used EBITDA in 2020.
We continued to use a wider than historic range between the target and maximum performance goals and the target and threshold goals (20%, on average, rather than our historical use of 10%), which was consistent with our use of a wider goal range in 2020. This was to reflect the volatile business environment and the unpredictable impact of the pandemic at the time goals were set. As an example, most of our stores in Canada were closed at the time the awards were made and stores in other international markets had only recently reopened.
Potential Bonus Payouts
The Compensation Committee sets threshold, target and maximum payout opportunities for each NEO, expressed as a percentage of the NEO’s base salary. The payout opportunities approved in 2021 are set forth below.
Standard Payout Opportunities
(Percent of base salary) Threshold Target Maximum
Stefan Larsson 100 200 400
James W. Holmes 25 50 125
Michael A. Shaffer 50 100 200
Patricia Donnelly 50 100 200
Martijn Hagman 50 100 175
Julie A. Fuller 37.5 75 150
Cheryl Abel-Hodges 37.5 75 175
PVH Corp.  2022 Proxy Statement  /  49
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Financial Metrics
Annual bonuses for Messrs. Larsson, Holmes, and Shaffer and Ms. Fuller were based entirely upon corporate performance, while bonuses for NEOs with divisional responsibilities were based on both corporate and their respective business units’ performance, in the proportions shown below. The payout percentages for each of the NEOs were set at half those included in their standard compensation packages, as more fully discussed above. The reduction reflected the shortened performance period (since we did not make bonus awards until the second quarter), the compensation-related measures we took that affected our associates (such as temporary salary reductions, furloughs, work schedule reductions and, in most cases, reduced bonus payout opportunities (although generally not to the degree of the decreases to the NEOs and the other senior executives)), our inability to estimate performance with the same level of credibility as in a typical year, and the recognition that, unlike in most years, the financial metrics and goals adopted for 2020 were not tied to business growth.

50% Reduced 2020 Payout Opportunities Standard Payout Opportunities
(Percent of base salary) Threshold Target Maximum Threshold Target Maximum
EMANUEL CHIRICO 50
100
200
100
200
400
MICHAEL A. SHAFFER 25
50
100
50
100
200
STEFAN LARSSON 37.5
75
150
75
150
300
CHERYL ABEL-HODGES 18.75 37.5 87.5 37.5 75
175
MARTIJN HAGMAN¹ 25
50
87.5 50
100
175
1 The percentages shown are based on the compensation package awarded to Mr. Hagman in connection with his promotion to Chief Executive Officer, Tommy Hilfiger Global and PVH Europe. Mr. Hagman’s maximum potential payout opportunity (after giving effect to the 50% reduction in place for 2020) as a percentage of base salary was 83.4%, which is a blended rate for his maximum potential payouts under his compensation packages in effect before and after his promotion based on the portion of the year he spent in each of his positions.
Corporate EBIT Business unit EBIT
~~Financial metrics~~
~~Annual bonuses for Messrs. Chirico,~~
Stefan Larsson ~~and~~ 100% N/A
James W. Holmes 100% N/A
Michael A. Shaffer were based entirely upon corporate performance for the second through fourth quarters of 2020, while bonuses for NEOs with divisional responsibilities were based on both corporate and their respective business units’ performance for the same period, in the proportions shown below. The financial measures we used in previous years were EPS and business unit operating income. However, the impact of the pandemic on our business and stock price performance meant that management’s focus — and the best measurement of our operating performance for the year — would be different. The Compensation Committee chose EBITDA as the most appropriate measure since generating cash and reinforcing our financial position were particularly important at that time and in the near term.
~~Corporate EBITDA~~ ~~Business unit EBITDA~~
~~EMANUEL CHIRICO~~ ~~100%~~ ~~N/A~~
~~MICHAEL A. SHAFFER~~ ~~100%~~ ~~N/A~~
~~STEFAN LARSSON~~ ~~100%~~ ~~N/A~~
~~CHERYL ABEL-HODGES~~ ~~25%~~
~~Calvin Klein Global~~ ~~25%~~
~~Calvin Klein North America and The Underwear Group~~ 100% N/A
Julie A. Fuller 100% N/A
Patricia Donnelly 30%
Calvin Klein Global 20%
PVH Americas (including licensing) 50%
Martijn Hagman 30%
Tommy Hilfiger Global 20%
PVH Europe 50%
Cheryl Abel-Hodges 30%
Calvin Klein Global 20%
Calvin Klein North America and The Underwear Group 50%
~~MARTIJN HAGMAN~~ ~~25%~~
~~Tommy Hilfiger Global~~
~~25%~~
~~PVH Europe~~ ~~50%~~
~~Corporate EBITDA~~
Corporate EBITDA goals for the nine-month measurement period were based on internal business plans reviewed with the Board at the time the goals were established and were subject to adjustment for agreed upon exclusions. The plans were developed after business had resumed following the temporary closure of “non-essential” retail stores (like ours and those of our customers and franchisees) in virtually all markets where we operated. Once the target goal was determined, we set the threshold and maximum performance goals. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business conditions, but has been approximately 90% to 110% of target for each of the past three years. The range for 2020 was much wider than normal, which we believe reflected the uncertain and volatile market conditions at the time. Specifically, the threshold performance goal was set at break-even EBITDA for the nine-month period, while the maximum performance goal
~~48   |   PVH CORP. 2021 PROXY STATEMENT~~
Corporate EBIT

Corporate (which refers to our consolidated performance) EBIT goals were based on internal business plans reviewed with and approved by the Board at the time the goals were established and were subject to adjustment for agreed upon exclusions. Once the target goal was determined, we set the threshold and maximum performance goals. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business conditions, but was approximately 90% to 110% of target for each of the three years prior to the pandemic. The range for 2021 was wider than normal: approximately 80% and 120%. We believed this range appropriately considered the uncertain and volatile market conditions at the time. We further believed this wider range reflected the role annual bonuses play in incentivizing and retaining senior executives despite the potential unpredictable impact of the global pandemic on business performance. We took this same approach in 2020. The performance goals and actual results for the awards made in 2021 are set forth below.
Business Unit EBIT
A majority of the annual bonus opportunities for Ms. Donnelly, Mr. Hagman and Ms. Abel-Hodges were based on the EBIT of the business units they lead. As with corporate goals, historically, we set the goal range between approximately 90% and 110% of target, although the range can vary from year to year. Also as with the corporate EBIT goals, we determined to use a significantly wider range in 2021 given the unprecedented disruption caused by the pandemic and the inability to predict the pandemic’s impact on business unit performance. The performance goals and actual results applicable to each of these NEOs are set forth below.
Strategic Performance Criteria
Payouts for the NEOs also are based upon an evaluation of individual performance against strategic performance criteria established at the time the awards are made. This provides the Compensation Committee some flexibility to modify payouts (up or down) by a maximum of 25% of a NEO’s base salary, so long as an adjusted award does not exceed the NEO’s maximum opportunity. This component encourages and rewards the NEOs’ efforts to improve performance, develop and advance associates under their leadership, and make progress against our Forward Fashion corporate responsibility commitments, as well as take other actions that may have a negative earnings impact in the year taken but are nonetheless considered beneficial. These items typically either do not get captured by the financial goals or are expected to yield benefits only in the future and may not be reflected directly in future bonus calculations. No adjustments were made to any 2021 payouts.
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~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
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2021 Annual Bonus Payouts
As discussed above, despite the challenges wrought by the pandemic, we over-delivered against our expectations. Our corporate EBIT was above the maximum performance goals—outperforming all of our peers. Similarly, the EBIT performance of the applicable business units, with one exception, also exceeded maximum performance goals. As a result, all of the NEOs (other than Ms. Abel-Hodges in connection with the portion of her bonus tied to the performance of one of her business units) received maximum payouts.
Corporate EBIT Goals
Threshold Target Maximum
EBIT goal $512,500,000 $643,824,000 $775,000,000
EBIT achieved $983,494,000
Business Unit EBIT Goals
NEO Business unit(s) (weight as a
% of total bonus opportunity) Threshold Target Maximum Actual
Patricia Donnelly Calvin Klein Global (20%) $322,000,000 $392,503,000 $462,000,000 $559,105,000
PVH Americas (including licensing) (50%) $207,000,000 $282,672,000 $358,000,000 $371,505,000
Martijn Hagman Tommy Hilfiger Global (20%) €424,000,000 €493,097,000 €562,000,000 €635,442,000
PVH Europe (50%) €441,000,000 €503,411,000 €566,000,000 €743,056,000
Cheryl Abel-Hodges Calvin Klein Global (20%) $322,000,000 $392,503,000 $462,000,000 $559,105,000
Calvin Klein North America and The Underwear Group (50%) $110,000,000 $159,720,000 $210,000,000 $197,122,000
Discretionary Adjustments for Non-Financial Criteria
Each NEO’s bonus award potentially was subject to adjustment based on the NEO’s performance against prescribed strategic performance criteria, as discussed above. There were no discretionary adjustments to the bonuses for 2021.
Final Bonus Calculations
Annual bonus payout calculations for Messrs. Larsson, Holmes and Shaffer and Ms. Fuller:

required stretch performance that was equal to three times target and required continued outperformance of then current trends for the remainder of the year. We believed this approach reflected the role annual bonuses play in the context of our compensation packages in incentivizing and retaining senior executives despite the potential unpredictable impact of the global pandemic on business performance. We also thought it important to continue using a quantified financial performance metric, rather than choosing to apply qualitative measures or taking a subjective approach using qualitative measures. The performance goals and actual results for the awards made in 2020 are set forth
Base salary × individual bonus percentage
Our corporate EBIT of $983,494,000 exceeded the maximum goal of $775,000,000. As a result, the “individual bonus percentage” for each of these NEOs was their highest payout level, as shown below.
Annual bonus payout calculations for Ms. Donnelly, Mr. Hagman and Ms. Abel-Hodges:

~~Business unit EBITDA~~
~~A majority of the annual~~
Base salary × individual bonus ~~opportunities for Ms. Abel-Hodges and Mr. Hagman were~~
percentage based on
corporate EBIT × .3 + Base salary × individual bonus
percentage based on the ~~EBITDA~~EBIT of the
applicable business units × .7
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The calculation of the actual bonus payout amounts is shown below.
Corporate EBIT potential
payouts (% of base salary) Payout on
corporate
EBIT ($/€
and as % of
base salary) Business unit EBIT potential
payouts (% of base salary) Payout on
business unit
EBIT ($/€
and as % of
base salary) Total annual
bonus ($/€
and as %
of base
salary)
NEO

Threshold     Target     Maximum         Threshold     Target     Maximum
Stefan Larsson 100 200 400 $ 5,200,000 $ 5,200,000
400 400
James W. Holmes 25 50 125 $ 718,750 $ 718,750
125 125
Michael A. Shaffer¹ 50 100 200 $ 1,299,480 $ 1,299,480
200 200
Julie A. Fuller 37.5 75 150 $ 1,050,000 $ 1,050,000
150 150
Patricia Donnelly² 15 30 60 $ 575,340 $ 1,917,800
60 200
Calvin Klein Global 10 20 40 $ 383,560
40
PVH Americas
(including licensing) 25 50 100 $ 958,900

100
Martijn Hagman 15 30 52.5 € 438,375 € 1,461,250
52.5 175
Tommy Hilfiger Global 10 20 35 € 292,250
35
PVH Europe 25 50 87.5 € 730,625
87.5
Cheryl Abel-Hodges 11.25 22.5 52.5 $ 525,000 $ 1,621,900
52.5 162.19
Calvin Klein Global 7.5 15 35 $ 350,000
35
Calvin Klein North America and The Underwear Group 18.75 37.5 87.5 $ 746,900
74.69

1 Payout amounts prorated based on actual days of service. (Employment ceased September 30, 2021.)
2 Payout amounts prorated based on actual days of service. (Employment commenced February 16, 2021.)
Additional Bonuses in Connection with New Roles and Responsibilities
In connection with joining PVH, Ms. Donnelly was awarded a one-time sign-on bonus to make up for amounts she forfeited from her prior employer. This one-time bonus, in the amount of $653,742, was paid within 30 days of her joining PVH. The amount was subject to repayment in full if she had voluntarily terminated her employment within one year.
Mr. Holmes was given a bonus of $750,000 in connection with increased responsibilities in connection with the transition of Mr. Shaffer’s responsibilities and in anticipation of Mr. Holmes’ contemplated appointment as Interim Chief Financial Officer. He received $250,000 of the bonus in August 2021. The balance of $500,000 will be paid on or about 100 days after Mr. Shaffer’s replacement has commenced employment with PVH, so long as the Compensation Committee determines (after consultation with the Chief Executive Officer and any other applicable officer) that Mr. Holmes has satisfied certain qualitative performance criteria and he remains employed by PVH on the date of payment.
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Long-Term Incentives — Stock Options and Restricted Stock Units
Objective
Annual grants under our Stock Incentive Plan of stock options and restricted stock units align the NEOs’ interests with those of our stockholders. The value of these awards is at risk and varies with the price of our common stock.
Considerations
We grant restricted stock units because they mimic the interests of stockholders; increases and decreases in our stock price have the same effect on holders of restricted stock units as they do on holders of our common stock. Additionally, restricted stock units serve as a constant incentive, regardless of fluctuations in stock price.
We believe that stock options provide an incentive to recipients to increase stockholder value over the long term. The value of a stock option is determined by how much the price of the underlying stock appreciates over the life of the option; an option has no value if the stock price does not increase. Moreover, we believe that stock options have the potential to deliver more value to an executive than restricted stock units.
We believe that using a combination of stock options and restricted stock units is consistent with our compensation philosophy, as they align our executives’ interests with stockholder interests in different ways.
2021 Decisions
We took a modified approach in making the 2020 annual grants of stock options and restricted stock units to our Named Executive Officers, making awards in two tranches—one in April and one in September. In 2021, we returned to our historical practice of making all of the grants in April. Grants made to Mr. Larsson had lower grant date values than awards granted to Mr. Chirico in his final year as CEO.
Annual awards vest at a rate of 25% on each of the first four anniversaries of the grant date (provided the recipient remains employed by PVH). Annual stock option awards expire 10 years after the grant date if not exercised. Grantees receive shares of our common stock when restricted stock units vest in a number equal to the number of vested restricted stock units. Grantees may elect to have us withhold shares with a value on the vesting date equal to the associated taxes.
In addition to the regular annual grant of restricted stock units, Ms. Donnelly received a one-time sign-on award of 27,905 restricted stock units (approximately $2.9 million grant date value) to make up for awards forfeited from her previous employer when she joined PVH. These RSUs vest in specified tranches on the first, second and third anniversaries of the grant date.
Mr. Holmes received a special grant of RSUs in April 2021 with a grant date value of approximately $600,000. The grant was made to further align his compensation with the interests of stockholders and was based on an assessment of his compensation package and the value of his outstanding stock awards. The special grant vests 25% on each of the first and second anniversaries of grant and 50% on the third anniversary, subject to his continued employment.
Long-Term Incentives — Performance Share Units
Objective
Annual grants under our Stock Incentive Plan of performance share units provide compensation that is at risk and contingent on the achievement of pre-determined performance criteria over an extended period. Performance share units also align with stockholder interests because their value will increase if our stock price is higher at the end of the performance cycle than it was on the grant date and will decrease if the stock price is lower. Performance share units have retentive value because they generally only pay out if the participant remains employed by PVH for the entire performance cycle.
Considerations
Performance share unit awards granted in 2021 were divided into two tranches. Half of each NEO’s award has a three-year performance cycle and will vest (or not) based on PVH’s relative total stockholder return against a custom comparator group of companies in our industry. The other half of each award was based on PVH’s one-year EBIT performance (i.e., fiscal 2021 performance), which was achieved at the maximum performance level. The shares earned based on EBIT performance will not be delivered until after the third anniversary of the grant date. The value of those shares will be subject to the changes in our stock price during this
PVH Corp.  2022 Proxy Statement  /  53
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period. We believe this structure encourages a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our stockholders.
The Compensation Committee regularly reviews the financial metrics and considers alternatives. We determined in 2021 to use EBIT rather than absolute stock price growth, which was the measure used in the past, because stock market volatility made it difficult to determine the proper growth rate goals for the stock price, and the continuing pandemic made it likely the volatility would continue. While we generally use different performance measures for annual and long-term incentive awards, the Compensation Committee believed it was important for 2021 to select a measure over which we had some visibility. Using EBIT as a performance measure provided an appropriate incentive for the recipients of performance share units, as discussed above. The PSUs granted to Mr. Larsson had lower grant date values than the PSUs granted to Mr. Chirico in his final year as CEO.
In the past, we have measured TSR against the S&P 500. We changed the comparator group this year to a custom, industry-appropriate group of 45 companies recommended by ClearBridge. We made this change because the pandemic has had dramatically different effects on different industries, and we believe our performance is most appropriately compared to companies that operate in similar industries and use similar distribution channels. The comparator group consists of the following companies:
Abercrombie & Fitch Co. Express, Inc. Macy’s, Inc.
American Eagle Outfitters, Inc. Foot Locker, Inc. Movado Group, Inc.
The Buckle, Inc. Fossil Group, Inc. NIKE, Inc.
Burlington Stores, Inc. The Gap, Inc. Nordstrom, Inc.
Caleres, Inc. G-III Apparel Group, Ltd. Oxford Industries, Inc.
Canada Goose Holdings Inc. Gildan Activewear Inc. Ralph Lauren Corporation
Capri Holdings Limited Guess?, Inc. Ross Stores, Inc.
Carter’s, Inc. Hanesbrands Inc. Skechers U.S.A., Inc.
The Children’s Place, Inc. Hugo Boss AG Steven Madden, Ltd.
Columbia Sportswear Company J.Jill, Inc. Tapestry, Inc.
Crocs, Inc. Kohl’s Corporation The TJX Companies, Inc.
Deckers Outdoor Corporation Kontoor Brands, Inc. Under Armour, Inc.
Designer Brands Inc. L Brands, Inc.¹ Urban Outfitters, Inc.
Dillard’s, Inc. Levi Strauss & Co. V.F. Corporation
The Estée Lauder Companies Inc. Lululemon Athletica Inc. Wolverine World Wide, Inc.
1 L Brands, Inc. split into two companies in 2021. Its Victoria Secret business was spun off as an independent company and what remained was renamed Bath & Body Works, Inc., the name of the business ~~units they lead. As with corporate goals, threshold performance goals typically are set at approximately 90%~~it retained. Victoria’s Secret & Co. (the name of ~~target and maximum performance goals typically are set at approximately 110%~~the entity holding the spun-off business) is part of ~~target, although~~ the ~~range can vary from year to year based on~~comparator group for the ~~Compensation Committee’s evaluation of business conditions. As with the corporate EBITDA goals, the threshold-to-maximum range was significantly greater~~PSU awards granted in 2020 given the unprecedented disruption caused by the pandemic and the inability to predict the pandemic’s impact on business unit performance. The performance goals applicable to each of these NEOs are set forth below, as well2022, as the ~~actual results~~Victoria’s Secret business is the peer business.
2021 decisions
All of our Named Executive Officers (other than Mr. Holmes and Ms. Abel-Hodges) received awards of performance share units in 2021 with payouts, if earned, to be made in or after May 2024.
Performance measures
The Compensation Committee set target performance for the relative TSR metric at the same level as it was for grants over the past several years. The performance goals for both performance measures are shown below.
Weight Threshold* Target* Maximum*
EBIT (one-year) 50% $512,500,000 $643,824,000 $775,000,000
Relative TSR (percentile) (three-year) 50% 30th 55th 80th
* These goals are presented solely for the ~~awards made in 2020.~~
~~Strategic performance criteria~~
~~Payouts for the NEOs also~~purpose of describing our compensation program. They are ~~based upon an evaluation~~not management’s estimates of ~~individual performance against strategic performance criteria established at the time the awards are made. This provides the Compensation Committee some flexibility~~results or other guidance. Investors should not apply these goals to modify payouts (up or down) by a maximum of 25% of a NEO’s base salary, so long as an adjusted award does not exceed the NEO’s maximum opportunity. This component encourages and rewards the NEOs’ efforts to improve performance, develop and advance associates under their leadership, and progress against our corporate responsibility commitments, as well as take other actions that may have a negative earnings impact in the year taken but are nonetheless considered beneficial. These items typically either do not get captured by the financial goals or are expected to yield benefits only in the future and may not be reflected directly in future bonus calculations. No adjustments were made to any 2020 payouts.
~~2020 annual bonus payouts~~
Despite the significant challenges caused by the pandemic, we saw improved performance trends in the second half of the year as our management team led strategic efforts to position the company for future growth. Our Asia business was very strong, led by our performance in China. China emerged first and built upon 2019 performance with revenue through digital channels growing 55% and, when fully open, our European businesses drove high consumer and retailer demand and clear market share gains. In addition, we supercharged our digital business, including acting nimbly to use inventories from closed stores and using our own warehouses to supplement the work of our third-party digital commerce fulfillment provider. These actions led to our strongest-ever digital sales growth of 43%, including 69% growth on our own sites, while driving a significant improvement in our profitability in the channel. We also focused on rightsizing our cost base and tightly managed our discretionary spending to offset the impact that store closures and sales pressure around the world would have on profitability. As a result, our corporate EBITDA and applicable business unit EBITDA performance was above the maximum level performance goals, and all NEOs received corresponding payouts (at the reduced percentages of their base salaries in comparison to their standard compensation packages). These payouts were the equivalent of a standard target-level payout for Messrs. Chirico, Shaffer and Larsson, above Ms. Abel-Hodges’ standard target payout and below Mr. Hagman’s.
~~Corporate EBITDA Goals~~
Threshold Target Maximum
EBITDA goal $0 $100,000,000 $300,000,000
EBITDA achieved $492,985,000
~~PVH CORP. 2021 PROXY STATEMENT   |   49~~contexts.
Payouts for performance between goals are calculated on a straight-line interpolation basis for the goals above and below the performance achieved.

PVH Corp.  2022 Proxy Statement  /  54

~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
~~Business Unit EBITDA Goals~~

NEO Business unit(s) (weight as a % of total bonus opportunity) Threshold Target Maximum Actual
CHERYL ABEL-HODGES Calvin Klein Global (25%) $16,000,000 $93,000,000 $170,000,000 $250,713,000
Calvin Klein North America and The Underwear Group (50%) $(108,000,000) $(51,000,000) $6,000,000 $49,609,000
MARTIJN HAGMAN Tommy Hilfiger Global (25%) €136,404,000 €208,333,000 €280,263,000 €315,518,000
PVH Europe (50%) €179,386,000 €251,315,000 €323,246,000 €372,336,000
~~Discretionary adjustments for non-financial criteria~~
~~Each NEO’s bonus award potentially was subject~~
Back to ~~adjustment based on the NEO’s performance against prescribed strategic performance criteria.~~ ~~The Compensation Committee made no adjustments to the bonuses for 2020 attributable to the prescribed strategic performance criteria.~~
~~Annual bonus payout calculations for Messrs. Chirico, Shaffer and Larsson:~~Contents
The following table shows the potential payouts and the aggregate number of shares each payout represents on the May 3, 2021 grant date. To reinforce the long-term focus these awards are meant to create, our Chief Executive Officer is required to hold for one year the after-tax shares he receives. This holding requirement is in addition to his stock ownership guideline.

~~Base salary~~
NEO Threshold
($)¹ Threshold
(# shares) Target
($)¹ Target
(# shares) Maximum
($)¹ Maximum
(# shares)
Stefan Larsson 1,783,659 15,292 3,567,318 30,584 7,134,636 61,168
Michael A. Shaffer 245,061 2,101 490,121 4,202 980,243 8,404
Patricia Donnelly 183,825 1,576 367,649 3,152 735,299 6,304
Martijn Hagman 143,001 1,226 286,001 2,452 572,003 4,904
Julie A. Fuller 122,589 1,051 245,177 2,102 490,355 4,204
1 X ~~individual bonus percentage~~
Since corporate EBITDA of $492,985,000 exceeded the maximum goal of $300,000,000, the “individual bonus percentage” for each of these NEOs was their highest payout level (at the 50% reduced payout opportunities established for 2020), as shown below.
~~Annual bonus payout calculations for Ms. Abel-Hodges and Mr. Hagman:~~
~~Base salary~~ × ~~individual bonus percentage based on corporate EBITDA~~ × ~~.25~~ + ~~Base salary~~ × ~~individual bonus percentage~~
~~based on the EBITDA of the applicable~~
~~business units~~ × ~~.75~~
The ~~calculation of the actual bonus payout amounts (at the reduced payout opportunities) is shown below.~~
Payout on Payout on business Total annual
Corporate EBITDA potential corporate EBITDA Business unit EBITDA potential unit EBITDA bonus
payouts (% of base salary) ($/€ and as % of payouts (% of base salary) ($/€ and as % of ($/€ and as % of
NEO Threshold Target Maximum base salary) Threshold Target Maximum base salary) base salary)
EMANUEL CHIRICO 50.00
100.00
200.00
$3,000,000 $3,000,0002
200% 00%
MICHAEL A. SHAFFER 25.00
50.00
100.00
$950,000 $950,000
100% 100%
STEFAN LARSSON1 37.50
75.00
150.00
$1,800,000 $1,800,000

150%
150%
CHERYL ABEL-HODGES 4.688
9.375
21.875
$218,750 $875,000
87.50%
21.875%
Calvin Klein Global 4.688 9.375
21.875 $218,750
21.875%
Calvin Klein North America and The Underwear Group 9.375 18.75
43.75
$437,500
43.75%
MARTIJN HAGMAN² 6.25
12.50
20.84
€166,735 €666,940
20.84% 83.37%
Tommy Hilfiger Global 6.25
12.50
20.84
€166,735
20.84%
PVH Europe 12.50
25.00
41.69
€333,470
41.69%
1 Mr. Larsson received a payment of $1,440,000 in December 2020, which represented 80% of our good faith estimate of his 2020 bonus, as provided in his employment agreement. The remaining balance was paid in April 2021, at the same time as bonuses were paid to the other NEOs who received payouts. See page 66.
2 Mr. Hagman’s bonus is based on a partial year at 75% of base salary and a partial year at 87.5% based on the highest level payout opportunities (after the 50% reduction of all payout opportunities for 2020) for periods before and after his promotion.
~~50   |   PVH CORP. 2021 PROXY STATEMENT~~
~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
~~Long-Term Incentives — Stock Options and Restricted Stock Units~~

~~Objective~~
Annual grants under our Stock Incentive Plan of stock options and restricted stock units align the NEOs’ interests with those of our stockholders. The value of these awards is at risk and varies with the price of our common stock.
~~Considerations~~
We grant restricted stock units because they mimic the interests of stockholders, as both increases and decreases in our stock price have the same effect on holders of restricted stock units as they do on stockholders. Additionally, restricted stock units serve as a constant incentive, regardless of fluctuations in stock price.
We believe that stock options provide an incentive to recipients to increase stockholder value over the long term. The benefit of a stock option is determined by how much the price of the underlying stock appreciates over the life of the option, and an option has no value if the stock price does not increase. Moreover, we believe that stock options have the potential to deliver more value to an executive than restricted stock units.
We believe that using a combination of stock options and restricted stock units is consistent with our compensation philosophy, as each aligns our executives with stockholder interests in different ways.
~~2020 decisions~~
We took a modified approach to making the 2020 annual grants of stock options and restricted stock units to our Named Executive Officers. Consistent with historical grant practices, these awards vest at a rate of 25% on each of the first four anniversaries of the grant date (provided the recipient remains employed by PVH). The stock options will expire 10 years after the grant date if not exercised. Grantees receive shares of our common stock upon the vesting of restricted stock units in a numberaward values are equal to the number of ~~restricted~~shares multiplied by $116.64, the closing price of our common stock ~~units that vest. Grantees may elect to have us withhold shares with a value~~ on the ~~vesting~~grant date. The award values are not calculated in the same manner as the grant date ~~equal~~fair values we are required to include in the Summary Compensation Table, which begins on page 63.
PSUs Granted in 2019 and 2020
We do not adjust performance goals for outstanding awards that we believe will not pay out. Consistent with that practice, we did not alter the performance measures or goals for outstanding PSU grants at any point during the pandemic, despite the fact that the impact of the pandemic on our stock price made it unlikely at various times that these awards would pay out. Ultimately, there were no payouts of PSU awards for the three-year performance cycle that commenced April 29, 2019, and ended on April 28, 2022, as the performance goals established at the time of grant were not achieved.
We consider PSU awards to be part of the compensation paid to the NEOs in the last full year of the performance cycle even though the performance periods do not align fully with fiscal years.
The following graphic demonstrates the rigor of the performance-based awards made to our NEOs based on historical payouts:
PVH Corp.  2022 Proxy Statement  /  55
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Competitive Pay For Performance
Peer Group
All of the companies in the peer group are involved in the wholesale or retail sales of apparel and related products, use similar channels of distribution, and are of a comparable size to PVH. The Compensation Committee reviews, considers, and approves the peer group annually after receiving input from ClearBridge regarding potential additions to or deletions from the group. Factors deliberated include changes to a peer company’s business that make our companies less comparable; pending acquisitions involving a peer company; a material change in a peer company’s financial condition or results of operations; and a diminution in the amount and quality of compensation information available regarding a peer company’s executives.
Each year, the Compensation Committee considers a study compiled by ClearBridge (using information culled from public filings and published compensation benchmark surveys) of compensation awarded to executives in the peer group as part of its review when considering compensation packages. We use the peer group to provide market context for compensation decisions, both because these are companies with which we compete for executive talent and because it helps the Committee assess the reasonableness of our compensation packages. The Committee does not tie our NEOs’ compensation to any particular level in comparison to the peer group.
The 2021 peer group companies had revenues for their most recently completed fiscal years between approximately 50% and 200% of our annual revenue, as shown below.
($MM)
Company Industry Most Recent
Fiscal Year Revenue Enterprise Value
(as of 1/31/22) Revenue
Summary
Ross Stores, Inc. Apparel Retail $18,916 $34,966
The Gap, Inc. Apparel Retail $16,670 $12,064
The Estée Lauder Companies Inc. Personal Products $16,215 $117,096
L Brands, Inc.¹ Apparel Retail $11,847 N/A
V.F. Corporation Apparel, Accessories and
Luxury Goods $9,239 $30,373
PVH Corp. Apparel, Accessories and
Luxury Goods $9,155 $9,710
Foot Locker, Inc. Apparel Retail $8,958 $6,708
Enterprise Value
Summary

Hanesbrands Inc. Apparel, Accessories and
Luxury Goods $6,801 $8,812
Levi Strauss & Co. Apparel, Accessories and
Luxury Goods $5,764 $10,068
Tapestry, Inc. Apparel, Accessories and
Luxury Goods $5,746 $12,166
Ralph Lauren Corporation Apparel, Accessories and
Luxury Goods $4,401 $8,586
Capri Holdings Limited Apparel, Accessories and
Luxury Goods $4,060 $11,933
1 L Brands, Inc. split into two companies in 2021. Its Victoria’s Secret business was spun off as an independent company, with L Brands being renamed as Bath & Body Works, Inc. L Brands was used as a peer in 2021, as it filed its 2021 proxy statement prior to the ~~associated taxes.~~spin-off. It no longer is in our peer group.
PVH Corp.  2022 Proxy Statement  /  56
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PVH Performance Compared to Peer Group Performance
The following shows our performance against our peer group with regard to several metrics for the one- and three-year periods ended with the 2021 year end.

~~In a departure~~
PVH Percentile Rank
1-Year 3-Year
Performance Measure¹ (2021) (2019–2021)
Revenue Growth vs. peer group 0%
EBIT Growth²vs. peer group
TSR vs. peer group
(as of January 28, 2022)
TSR vs. S&P 500³
(as of January 28, 2022)
Overall Percentile Rank⁴
0         25         50         75         100 0         25         50         75         100
1 Financial performance is based on PVH and peer performance as provided by PVH.
2 Non-GAAP, excludes non-recurring items and discontinued operations.
3 TSR v. S&P 500 is based on the S&P companies as of March 3, 2022, which differs from ~~historical grant practices,~~ the ~~annual awards (which typically are made in April)~~S&P 500 companies used to determine the PSU achievement against goals for the performance period ended on April 28, 2022.
4 Overall percentile ranking excludes TSR vs. S&P 500.
Source: TSR from Standard & Poor’s Capital IQ.
PVH Pay Mix Compared to Peer Group Pay Mix
As shown below, the distribution of our executive compensation among long- and short-term elements, and fixed and variable elements, is consistent with the distribution within our peer group.
1 Excludes Tapestry, Inc. CEO because specific pay mix was not disclosed at the time our compensation decisions were ~~made in two tranches for 2020 — the first in April~~made.
2 Excludes Mr. Holmes and ~~the second in September~~Ms. Abel-Hodges. See discussion on page 43.
PVH Corp.  2022 Proxy Statement  /  57
Back to ~~the approximately 1,300 participating PVH associates.~~Contents
CEO Compensation Compared to Total Stockholder Return
The following graph illustrates the strong alignment of our compensation program with the creation of long-term stockholder value. It shows our CEO’s target total compensation and actual total (“realized”) compensation for each of our last three fiscal years as compared to our one-year and cumulative three-year TSR for each of those years. The alignment of pay also is consistent with TSR for the S&P 500 index, as shown below. The compensation set forth below is not the same as the amounts shown on the Summary Compensation Table.

~~The April awards consisted of the same numbers of~~
1 Actual Total Compensation reflects salary paid, bonus and PSUs earned, and stock options and RSUs ~~as were awarded~~vested in 2019. However, since the stock price on the April 2020 grant date ($47.96) was approximately 38% of the stock price on the 2019 grant date ($127.26), the grant date value of the 2020 awards was significantly less than the grant date value of the 2019 awards. The September awards consisted of a number of stock options and RSUs that, when combined with the April awards, would have an aggregate value equivalent to each ~~NEO’s standard annual grant value for each type of award.~~
The April grants were made in the manner described because of the volatility in our stock price at the time and concerns that a full regular grant in that turbulent market might be seen as unfair to stockholders. (Our closing stock price ranged from $29.05 to $90.00 during the first quarter 2020.) The April grants were made to maintain some regularity in our compensation program. More importantly, they provided an incentive to our associates (including our NEOs), who were agreeing at the same time to significant salary reductions and also had been informed that bonus awards were not being made at that time (when they normally would be) and, that when the bonus awards were made, would be at a reduced payout opportunity (50% in the case of the NEOs). The September grants were made when the Compensation Committee determined that a sufficient level of stability had returned to the stock market and that making the awards at that time could not be misconstrued as taking advantage of a low stock price. The value of awards granted in 2020 was not adjusted to reflect the fact that the PSUs for the performance period that ended in April 2020 did not pay out and the awards for the performance cycle ending in April 2021 likely would not pay out, at least in part due to the impact of the pandemic on our stock performance.
Mr. Hagman also received a grant of stock options and an additional grant of RSUs, each on standard terms, in June 2020 in connection with his promotion. Additionally, he received a special grant of RSUs in August 2020 that vests 25% on each of the first and second anniversaries of the grant date and 50% on the third anniversary. The August grant was made to further align his performance incentives with the interests of stockholders after assessing his compensation package and his outstanding stock awards.
~~PVH CORP. 2021 PROXY STATEMENT   |   51~~
year.
~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
~~Long-Term Incentives — Performance Share Units~~

~~Objective~~
Annual grants under our Stock Incentive Plan of performance share units provide compensation that is at risk and contingent on the achievement of pre-determined performance criteria over an extended period. Performance share units also align with stockholder interests because their value will increase if our stock price is higher at the end of the performance cycle than it was on the grant date (and will decrease if the stock price is lower). Performance share units have retentive value because they generally only pay out if the participant remains employed by PVH for the entire performance cycle.
~~Considerations~~
Performance share unit awards granted in 2020 have a three-year performance cycle and will vest (or not) based on PVH’s performance against two financial metrics: absolute stock price performance (50% weight) and relative total stockholder return against the S&P 500 as constituted on the grant date (50% weight). We believe this structure for the awards provides a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our stockholders. The Compensation Committee regularly reviews the financial metrics and considers alternatives. We determined in 2020 to continue using these measures given their alignment with the long-term interests of our stockholders. We also believe it is important to use different financial measures for annual and long-term incentive awards.
To reinforce the long-term focus these awards are meant to create, our Chief Executive Officer is required to hold for one year the after-tax shares received upon payout. This holding requirement is in addition to the CEO’s stock ownership guideline. For 2020, only Mr. Chirico’s awards have this requirement, as Mr. Larsson was not Chief Executive Officer when the 2020 awards were made.
~~2020 decisions~~
~~All of our Named Executive Officers received awards of performance share units in 2020. As with the other stock awards, they were made in two tranches, one in April and one in September.~~The April award has a performance cycle generally covering the second quarter of 2020 through the first quarter of 2023, while the second award has a performance cycle generally covering the second half of September 2020 through the first half of September 2023.
~~Performance measures~~
The NEOs’ performance share unit awards are subject to achievement of absolute stock price growth and relative TSR against prescribed targets. The Compensation Committee set target performance for both metrics at the same level as grants over the past several years. The performance goals are shown below.
Weight Threshold* Target* Maximum*
Compound annual growth in stock price (%) 50% 5 10 20
Relative TSR (percentile) 50% 30th 55th 80th

* These goals are presented solely for the purpose of describing our compensation program. They are not management’s estimates of results or other guidance. Investors should not apply these goals to other contexts.
~~Payouts for performance between goals are calculated on a straight-line interpolation basis for the goals above and below the performance achieved.~~
~~52   |   PVH CORP. 2021 PROXY STATEMENT~~
~~Compensation Discussion & Analysis~~ ~~Compensation Decisions for 2020~~
~~The following table shows the potential payouts and the aggregate number of shares each payout represents on the two grant dates.~~
NEO Grant Dates Threshold
($)¹ Threshold
(# shares) Target
($)¹ Target
(# shares) Maximum
($)¹ Maximum
(# shares)
EMANUEL CHIRICO 4/29/2020, 9/10/2020 2,449,695 40,370 4,899,336 80,739 9,798,671 161,478
MICHAEL A. SHAFFER 4/29/2020, 9/10/2020 247,362 4,121 494,670 8,241 989,340 16,482
STEFAN LARSSON 4/29/2020, 9/10/2020 693,070 12,053 1,386,140 24,106 2,772,281 48,212
CHERYL ABEL-HODGES 4/29/2020, 9/10/2020 171,009 2,849 341,963 5,697 683,927 11,394
MARTIJN HAGMAN² 6/15/2020, 9/10/2020 82,368 1,414 164,686 2,827 329,372 5,654
Other Benefits

1 The award values are equal to the number of shares multiplied by $53.95 and $67.05, the closing price of our common stock on the applicable grant dates. The award values are not calculated in the same manner as the grant date fair values we are required to include in the Summary Compensation Table, which begins on page 61
2 Mr. Hagman was not eligible for a PSU grant in April. The June award was granted in connection with Mr. Hagman’s promotion, and the value is equal to the number of shares multiplied by $50.17, the closing price of our common stock on the grant date. The award value is not calculated in the same manner as the grant date fair values we are required to include in the Summary Compensation Table, which begins on page 61.
~~PSUs granted in 2018 and 2019~~
We do not adjust performance goals for outstanding awards that we believe will not pay out. Consistent with that practice, we did not alter the performance measures for PSU grants made in 2018 and 2019 despite the fact that the impact of the pandemic on our stock price made it unlikely that these awards would pay out.
There were no payouts of PSU awards for the three-year performance cycle that commenced April 23, 2018 and ended on April 22, 2021, as the performance measures established at the time of grant were not achieved.
~~We consider PSU awards to be part of the compensation paid to the NEOs in the last full year of the performance cycle even though the performance periods do not align fully with fiscal years.~~
~~The following graphic demonstrates the rigor of the performance-based awards made to our NEOs based on historical payouts:~~
~~PVH CORP. 2021 PROXY STATEMENT   |   53~~
~~COMPENSATION DISCUSSION & ANALYSISCOMPETITIVE PAY FOR PERFORMANCE~~
~~COMPETITIVE PAY FOR PERFORMANCE~~
~~Peer Group~~
All of the companies in the peer group are involved in the wholesale or retail sales of apparel and related products, use similar channels of distribution, and are of a comparable size to PVH. The Committee reviews, considers, and approves the peer group annually after receiving input from ClearBridge regarding potential additions to or deletions from the group. Factors deliberated include changes to a peer company’s business that make our companies less comparable; pending acquisitions involving a peer company; a material change in a peer company’s financial condition or results of operations; and a diminution in the amount and quality of compensation information available regarding a peer company’s executives.
We use the peer group to provide market context for compensation decisions, both because these are the companies with which we compete for executive talent and because it helps the Compensation Committee assess the reasonableness of our compensation packages. Specifically, the Committee considers a study compiled each year by ClearBridge (using information culled from public filings and published compensation benchmark surveys) of compensation awarded to executives in the peer group as part of its review when considering compensation packages.
The 2020 peer group consisted of companies with wholesale or retail apparel, accessories or related products businesses, as well as specialty retailers. The peer group companies had revenues for their most recently completed fiscal years between approximately 50% and 200% of our annual revenue, as shown below.
Company Industry Most Recent
Fiscal Year Revenue Enterprise Value
(as of 1/31/21)
The Estée Lauder Companies, Inc. Personal Products $14,294 $89,417
The Gap, Inc. Apparel Retail $13,800 $12,861
Ross Stores, Inc. Apparel Retail $12,532 $41,029
L Brands, Inc. Apparel Retail $11,847 $18,371
V.F. Corporation Apparel, Accessories and Luxury Goods $10,489 $33,425
Foot Locker, Inc. Apparel Retail $7,548 $6,400
PVH Corp. Apparel, Accessories and Luxury Goods $7,133 $10,008
Hanesbrands Inc. Apparel, Accessories and Luxury Goods $6,664 $9,076
Ralph Lauren Corporation Apparel, Accessories and Luxury Goods $6,160 $8,549
Capri Holdings Limited Apparel, Accessories and Luxury Goods $5,551 $10,031
Tapestry, Inc. Apparel, Accessories and Luxury Goods $4,961 $11,636
Levi Strauss & Co. Apparel, Accessories and Luxury Goods $4,453 $8,912
Tiffany & Co.¹ Specialty Stores $4,424 N/A
1 ~~LVMH’s acquisition of Tiffany & Co. was closed on January 7, 2021 and, therefore, Tiffany & Co. will not be included in the peer group going forward.~~
~~54   |   PVH CORP. 2021 PROXY STATEMENT~~
~~COMPENSATION DISCUSSION & ANALYSISCOMPETITIVE PAY FOR PERFORMANCE~~
~~PVH Performance Compared to Peer Group Performance~~
The following shows our performance against our peer group for the one- and three-year periods ended 2020 based on revenue growth, EBITDA, and overall ranking, as well as based on TSR for the three-year period. It also shows our outperformance against our peers for the nine-month period corresponding the performance period for our 2020 bonuses.
1 ~~Included because performance period for 2020 bonus awards was the nine-month period.~~
2 ~~Earnings before interest, taxes, depreciation and amoritization amounts used are on a non-GAAP basis.~~
3 Total Stockholder Return vs. S&P 500 is based on the S&P companies as of March 8, 2021, which differs from the S&P 500 companies used to determine the performance share unit achievement against goals for the performance period ended on April 22, 2021 (~~see~~ ~~page 53 for additional details).~~
4 ~~Overall percentile ranking excludes Total Stockholder Return vs S&P 500.~~
~~Similarly, the distribution of our executive compensation among long- and short-term elements, and fixed and variable elements, is consistent with the distribution within our peer group.~~
1 ~~Excludes Tapestry, Inc. CEO because specific pay mix not disclosed.~~
~~PVH CORP. 2021 PROXY STATEMENT   |   55~~
~~COMPENSATION DISCUSSION & ANALYSISOTHER BENEFITS~~
~~CEO Compensation Compared to Total Stockholder Return~~
The following graph illustrates the strong alignment of our compensation program with the creation of long-term stockholder value. It shows Mr. Chirico’s target total compensation and actual total compensation for each of 2018, 2019 and 2020 as compared to our one-year and cumulative three-year TSR for each of those years. The alignment of pay also is consistent with TSR for the S&P 500 index, as shown below the following graph. The compensation set forth below is not the same as shown on the Summary Compensation Table.
1 ~~For 2020, Target Total Compensation reflects the CEO's standard pay opportunities and does not take into account reductions due to the COVID-19 pandemic.~~
2 ~~Actual Total Compensation reflects salary paid, bonus and PSUs earned, and stock options and RSUs vested in each year.~~
~~OTHER BENEFITS~~
~~Our Named Executive Officers participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our "401(k) plan"~~
Our Named Executive Officers participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our “401(k) plan”), Supplemental Savings Plan, and Executive Medical Reimbursement Insurance Plan, with the following exceptions:
• Mr. Larsson and Mses. Donnelly and Fuller are not eligible to participate in the Executive Medical Reimbursement Insurance Plan, ~~with~~as it was closed to new participants in 2017.
• Mr. Hagman is not eligible to participate in any of the ~~following exceptions:~~plans identified above. Mr. Hagman participates in the Zwitserleven Pensioen Plan and our supplemental PVH Net Pension Plan. Both are defined benefit plans, the former for all associates and the latter for certain executives in the PVH Europe headquarters in Amsterdam.
We believe the benefits offered under our retirement, pension and welfare plans serve a different purpose than the other components of compensation. In general, these benefits are designed to provide a safety net against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on compensation and years of service. Benefits offered to our executive officers are similar to those offered to the general associate population, with some variation to promote tax efficiency and replace benefit opportunities lost due to regulatory limits.

◾ Mr. Larsson has elected not to participate in the Supplemental Savings Plan and is not eligible to participate in the Executive Medical Reimbursement Insurance Plan, as it was closed to new participants in 2017; and
◾ ~~Mr. Hagman is not eligible to participate in any of the plans identified above. Mr. Hagman participates in the~~ ~~Zwitserleven Pensioen Plan~~~~, a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam.~~
~~In addition, Mr. Chirico is a party to a capital accumulation program agreement with PVH.~~ ~~See~~ “Pension Benefits,” “Defined Benefit Plans,” and “Non-qualified Deferred Compensation” for a description of the U.S. programs. We do not expect to enter into a capital accumulation program agreement with Mr. Larsson or any other NEO.
We believe the benefits offered under our retirement, pension and welfare plans serve a different purpose than the other components of compensation. In general, these benefits are designed to provide a safety net against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on compensation and years of service. Benefits offered to our executive officers are similar to those that are offered to the general associate population, with some variation to promote tax efficiency and replace benefit opportunities lost due to regulatory limits.
Perquisites are limited and generally consist of discounts in our retail stores available to all associates.
~~Car and driver~~. We own a car and employ a driver who drives executives to and from meetings, including among our four New York City and five New York metropolitan area offices, and provides other services (such as messenger services). Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow Mr. Chirico and Mr.
~~56   |   PVH CORP. 2021 PROXY STATEMENT~~

Car and Driver
We own a car and employ a driver who drives executives to and from meetings, including among our three New York City and four New York metropolitan area offices, and provides messenger and other services. Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow Mr. Larsson to use the car and driver for personal purposes — generally for his daily commute — as we believe this accommodation
PVH Corp.  2022 Proxy Statement  /  58

~~COMPENSATION DISCUSSION & ANALYSIS~~ ~~ADMINISTRATION OF OUR COMPENSATION PROGRAMS~~
~~Larsson~~
Back to use the car and driver for personal purposes — generally for their daily commutes — as we believe this accommodation enables them to be more productive during this time. The executives’ business andContents
enables him to be more productive during this time. The business use of this amenity was significantly reduced during the pandemic. We also covered commuting costs for all associates while our offices were closed. As a result, there was no attributed personal use ~~of this amenity were significantly reduced during the pandemic, and we also covered commuting costs for all associates while our offices were closed.~~
We also lease a car and employ a driver who drives executives to and from meetings, and provides other services (such as messenger services), in Amsterdam, where our European headquarters is located. The majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes. Mr. Hagman utilizes services of the car and driver ~~including occasional personal use. Mr. Hagman also receives a monthly car allowance.~~
~~Sporting events.~~As part of certain marketing activities, including sponsorships of the New York Giants and the Brooklyn Nets, we previously had a limited number of tickets (including use of a suite) to Giants football games at MetLife Stadium and events at the Barclays Center. These were provided at no cost to us and were available to all of our associates on a non-discriminatory basis, so, at times, they may have been used personally by our NEOs. We also previously owned seats at MetLife Stadium for the New York Jets and rights for a box at Arthur Ashe Stadium for the United States Tennis Association’s U.S. Open. Although primarily used for business purposes, tickets to games, events and matches were, on occasion, used personally by associates, including our NEOs. The sponsorships were ended in 2020 and all sporting events that took place did so without fans in attendance.
~~ADMINISTRATION OF OUR COMPENSATION PROGRAMS~~
~~Stock Ownership Requirements~~
Our Chief Executive Officer is required to hold shares of our common stock with an aggregate value equal to six times his annual base salary. Our other NEOs must hold our common stock with an aggregate value equal to three times their respective annual base salaries. In addition, Mr. Chirico must hold for one year the after-tax payouts of his PSU awards, and Mr. Larsson will be subject to the same requirement for his PSU awards starting with those granted in 2021. ~~NEOs who are not in compliance with their ownership guideline must hold 50% of their after-tax shares received upon vesting or exercise of awards until they are in compliance.~~
~~Stock Ownership~~
~~Requirement Multiples~~
Executive officers are required to meet the ownership requirements within five years of becoming subject to them. As of the record date for the meeting, all of the NEOs and Mr. Larsson are in compliance with our stock ownership guidelines.
~~Use of Non-GAAP Results~~
Performance targets based on corporate or business unit performance are typically measured on a non-GAAP basis. The Compensation Committee determines at the time it establishes the targets certain types of expenses, costs, and other matters (such as acquisitions, divestitures, restructurings and any discrete tax events, including changes in tax rates or tax laws) that it believes should not affect the calculation of the achievement of a performance goal. Business unit performance targets also typically exclude corporate allocations, costs associated with corporate initiatives, and other matters that management recommends to the Committee should not be considered.
The corporate and business unit EBITDA targets discussed in this Proxy Statement all include adjustments and exclusions of the type discussed above. These adjustments and exclusions may differ from those used by management when providing guidance and discussing results. As a result, the earnings results and targets discussed in this CD&A may differ from, or may not in the future be aligned with, our reported results.
~~Timing of Equity Awards~~
Our equity award policy provides that the annual grant of stock options and restricted stock units to our senior executives, including our NEOs, generally will be approved by the Compensation Committee at a meeting held during the period commencing two days after the public release of the prior year’s earnings results and ending two weeks before the end of the first fiscal quarter of the current year. PSU awards are made later in the first quarter to provide time to finalize financial goals and, because the goals include stock price performance, so that the end of the performance cycle occurs shortly after we report our year-end earnings.
~~PVH CORP. 2021 PROXY STATEMENT   |   57~~

We also lease a car and employ a driver who drives executives to and from meetings, and provides messenger and other services, in Amsterdam, where our European headquarters is located. The majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes. Mr. Hagman utilizes services of the car and driver, including occasional personal use. Mr. Hagman also receives a monthly car allowance.
Sporting Events
As part of certain marketing activities, including sponsorships of the New York Giants, we have a limited number of tickets (including use of a suite) to Giants football games at MetLife Stadium. These were provided at no cost to us and were available to all of our associates on a non-discriminatory basis, so, at times, they may have been used personally by our NEOs. We also own rights for a box at Arthur Ashe Stadium for the United States Tennis Association’s U.S. Open. Although primarily used for business purposes, tickets to games, events and matches were, on occasion, used personally by associates, including our NEOs.
Administration Of Our Compensation Programs
Stock Ownership Requirements
Our Chief Executive Officer is required to hold shares of our common stock with an aggregate value equal to six times his annual base salary. Our other active NEOs (excluding Mr. Holmes) must hold our common stock with an aggregate value equal to three times their respective annual base salaries. In addition, Mr. Larsson must hold for one year the after-tax payouts of his PSU awards starting with those granted in 2021. NEOs who are not in compliance with their ownership guideline must hold 50% of their after-tax shares received upon vesting or exercise of awards until they are in compliance.
Stock Ownership Requirement Multiples
Executive officers are required to meet the ownership requirements within five years of becoming subject to them. As of the record date for the meeting, all of the NEOs are in compliance with our stock ownership guidelines.
Use of Non-GAAP Results
Performance targets based on corporate or business unit performance are typically measured on a non-GAAP basis. The Compensation Committee determines at the time it establishes the targets certain types of expenses, costs, and other matters (such as acquisitions, divestitures, restructurings, and any discrete tax events, including changes in tax rates or tax laws) that it believes should not affect the calculation of the achievement of a performance goal. Business unit performance targets also typically exclude corporate allocations, costs associated with corporate initiatives, and other matters that management recommends to the Committee should not be considered.
The corporate and business unit EBIT targets discussed in this Proxy Statement all include these types of adjustments and exclusions. These adjustments and exclusions may differ from those used by management when providing guidance and discussing results. As a result, the earnings results and targets discussed in this CD&A may differ from, or may not in the future be aligned with, our reported results.
Timing of Equity Awards
Our equity award policy provides that the annual grant of stock options and restricted stock units to our senior executives, including our NEOs, generally will be approved by the Compensation Committee at a meeting held during the period commencing two days after the public release of the prior year’s earnings results and ending two weeks before the end of the first fiscal quarter of the current year.
PSU awards are made around the end of the first quarter to provide time to finalize financial goals and, because certain of the goals include stock price performance, so that the end of the performance cycle occurs shortly (and not immediately) after we report our year-end earnings.
PVH Corp.  2022 Proxy Statement  /  59

~~COMPENSATION DISCUSSION & ANALYSIS~~ ~~ADMINISTRATION OF OUR COMPENSATION PROGRAMS~~
~~Equity awards may be made~~
Back to our NEOs outside of the annual grant process in connection with a promotion or assumption of new or additional duties, or for another appropriate reason. All such grants to our NEOs must be approved by the Committee and generally will be made on the first business day of the month following the effective date of the precipitating event (or on the effective date, if it is the first business day of a month). The Committee retains the discretion not to make grants at the times provided in the equity award policy if the members determine the timing is not appropriate, such as if they are in possession of material non-public information. Additionally, the Committee retains the discretion to make grants, including an annual equity grant, at times other than as provided in the policy if the members determine circumstances, such as changes in accounting and tax regulations, warrant taking such an action. As discussed above, in 2020, we varied from the policy by granting equity awards in two tranches rather than one.
~~Prohibition on Pledging and Hedging~~
We have a comprehensive Insider Trading Policy that includes a prohibition on pledging our securities or holding our securities in a margin account. Additionally, the policy prohibits engaging in hedging, monetization and similar transactions in respect of our securities. This policy, applicable to all officers, directors and associates, was put in place to ensure that the interests of these individuals remain aligned with those of our stockholders, and that they continue to have the incentive to execute our long-term plans and achieve the performance for which their equity awards are intended.
~~Clawback Policy~~
Our Clawback Policy permits us to recover compensation in the event of a restatement of our financial statements or a material violation of a material company policy. Awards made under our stock and incentive compensation plans are subject to the Clawback Policy.
~~Internal Pay Equity~~
We do not have a policy regarding internal pay equity but we do review compensation levels to ensure that appropriate internal pay equity exists. In some cases, there are differences in the compensation packages awarded to our Named Executive Officers, such as differences in the percentage of base salary payable under our incentive awards. These differences are largely the result of benchmarking but also reflect considerations such as seniority and tenure. With these exceptions, our policies and decisions relating to our NEO compensation packages are substantially identical.
~~The following graphs show the ratios of Mr. Chirico’s~~Contents
Equity awards may be made to our NEOs outside of the annual grant process in connection with a promotion or assumption of new or additional duties, or for another appropriate reason. All such grants to our NEOs must be approved by the Compensation Committee and generally will be made on the first business day of the month following the effective date of the precipitating event (or on the effective date, if it is the first business day of a month).
The Committee retains the discretion not to make grants at the times provided in the equity award policy if the members determine the timing is not appropriate, such as if they are in possession of material non-public information. Additionally, the Committee retains the discretion to make grants, including an annual equity grant, at times other than as provided in the policy if the members determine circumstances, such as changes in accounting and tax regulations, warrant taking such an action.
Prohibition on Pledging and Hedging
We have a comprehensive Insider Trading Policy that includes a prohibition on pledging our securities or holding our securities in a margin account. Additionally, the policy prohibits engaging in hedging, monetization and similar transactions in respect of our securities. This policy, applicable to all officers, directors and associates, was put in place to ensure that the interests of these individuals remain aligned with those of our stockholders, and that they continue to have the incentive to execute our long-term plans and achieve the performance for which their equity awards are intended.
Clawback Policy
Our Clawback Policy permits us to recover compensation in the event of a restatement of our financial statements or a material violation of a material company policy. Awards made under our stock and incentive compensation plans are subject to the Clawback Policy.
Internal Pay Equity
We do not have a policy regarding internal pay equity, but we do review compensation levels to ensure that appropriate internal pay equity exists. In some cases, there are differences in the compensation packages awarded to our Named Executive Officers, such as differences in the percentage of base salary payable under our incentive awards. These differences are largely the result of benchmarking but also reflect considerations such as seniority and tenure. Otherwise, our policies and decisions relating to our NEO compensation packages are substantially identical.
The following graphs show the ratios of our CEOs’ target total direct compensation (Mr. Chirico: for 2019 and 2020; Mr. Larsson: for 2021) to that of the next highest paid executive officer and to that of all the other NEOs for each of the past three years.

CEO Target Total Direct ~~Compensation vs.~~
~~2nd Highest Paid Named Executive Officer~~
~~($ in millions)~~
C~~EO Target Total Direct Compensation vs.~~
~~All Other Named Executive Officers~~
~~($ in millions)~~
~~Federal Income Tax Deductibility of Executive~~ Compensation vs.
2nd Highest Paid Named Executive Officer
($ in millions)
CEO Target Total Direct Compensation vs.
All Other Named Executive Officers¹
($ in millions)

Through 2017, Section 162(m) of the Code generally limited to $1 million per year the amount a publicly held corporation could deduct as a business expense in respect of compensation paid to the company’s chief executive officer
1 2021 excludes Mr. Holmes and the three other most highly compensated executive officers, other than the chief financial officer. The limit was subject to certain exceptions, including an exclusion for qualified performance-based compensation.Ms. Abel-Hodges. See discussion on page 43.

Federal Income Tax Deductibility of Executive Compensation ~~paid or received under our incentive plans (other than solely time-based restricted stock and restricted stock units) generally was intended to satisfy the requirements for deductibility.~~
~~58   |   PVH CORP. 2021 PROXY STATEMENT~~

The U.S. Tax Cuts and Jobs Act of 2017 made certain changes to Section 162(m), effective for tax years beginning after December 31, 2017. These changes include subjecting the compensation of a company’s chief financial officer to the $1 million per year deduction limit and generally eliminating the exclusion for qualified performance-based compensation.
We have not made any material changes to our compensation program in response to the legislation. Our compensation philosophy and decisions were and are driven by factors other than deductibility. In some instances, we determine it is in our best interest to provide compensation that is not fully deductible.
PVH Corp.  2022 Proxy Statement  /  60

~~COMPENSATION DISCUSSION & ANALYSISRISK CONSIDERATIONS IN COMPENSATION PROGRAMS~~
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Employment Agreements, Termination of Employment, and Severance
We have employment agreements with all of our actively employed Named Executive Officers that generally provide them with severance benefits and provide PVH with the protection of restrictive covenants. We use employment agreements to attract and retain qualified executives who could have job alternatives they might otherwise accept. All the agreements, other than Mr. Hagman’s, are evergreen; Mr. Hagman’s is subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment Contracts,” beginning on page 68. Exhibit B provides a list of the SEC filings that have a NEO employment agreement as an exhibit.
ClearBridge has advised us that the employment agreements for our U.S.-based executives provide benefits that are generally “market,” particularly within our industry peer group. The severance multipliers under the actively employed NEOs’ agreements are as follows:

~~Nonetheless, our compensation philosophy~~
NEO Ordinary termination Termination following change in control
Stefan Larsson 2x base salary and ~~decisions were~~target bonus 2x base salary and ~~are driven by factors other than deductibility. In some instances, we determined it was in our best interest to provide compensation that was not fully deductible.~~
~~The U.S. Tax Cuts~~target bonus
James W. Holmes 2x base salary and Jobs Act of 2017 made certain changes to Section 162(m), effective for tax years beginning after December 31, 2017. These changes include subjecting the compensation of a company’s chief financial officer to the $1 million per year deduction limittarget bonus 2x base salary and ~~generally eliminating the exclusion for qualified performance-based compensation. We have not made any material changes to our compensation program in response to the legislation.~~
~~Employment Agreements, Termination of Employment,~~target bonus
Patricia Donnelly 2x base salary and ~~Severance~~
~~We have employment agreements with all of our actively employed Named Executive Officers that generally provide them with severance benefits~~target bonus
2x base salary and ~~provide PVH with the protections of restrictive covenants. We use employment agreements to attract~~target bonus
Martijn Hagman 1x base salary and ~~retain qualified executives who could have job alternatives they might otherwise accept. All the agreements, other than Mr. Chirico’s~~target bonus 1x base salary and Mr. Hagman’s, are evergreen. Mr. Chirico’s agreement terminates on December 31, 2021, and Mr. Hagman’s is subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment Contracts,” beginning on page 65. ~~Exhibit B~~ ~~provides a list of the SEC filings that have an NEO employment agreement as an exhibit.~~
ClearBridge has advised us that the employment agreements for our U.S.-based executives provide benefits that are generally “market,” particularly within our industry peer group. The severance multipliers under the NEOs’ agreements are as follows:
~~NEO~~ ~~Ordinary termination~~ ~~Termination following change in control~~
~~EMANUEL CHIRICO~~¹ ~~Remaining portion of base salary through 12/31/2021~~ ~~Remaining portion of base salary through 12/31/2021~~
~~MICHAEL A. SHAFFER~~ ~~1.5x~~ ~~base salary and target bonus~~ 2x ~~base salary and target bonus~~
~~STEFAN LARSSON~~target bonus
Julie A. Fuller 2x base salary and target bonus 2x base salary and target bonus
~~CHERYL ABEL-HODGES~~ 2x ~~base salary and target bonus~~ 2x ~~base salary and target bonus~~
~~MARTIJN HAGMAN~~ 1x ~~base salary and target bonus~~ 1x ~~base salary and target bonus~~
1 Represents Mr. Chirico’s right to severance under his current employment agreement and not the employment agreement in effect on the last day of 2020. It differs from the severance presented elsewhere, including on the Potential Payments Upon Termination and Change in Control Provisions table.

Change in Control Provisions in Equity Plans and Awards
Awards under our Stock Incentive Plan vest after a change in control (provided the awards are assumed by the acquirer) upon the earlier of the original vesting date and a termination of employment (other than for cause or voluntarily without good reason) within two years of the change in control (i.e., double trigger).
~~RISK CONSIDERATIONS IN COMPENSATION PROGRAMS~~
Our compensation program is a pay-for-performance model; performance-based incentives constitute a significant portion of the compensation packages awarded to executives. We believe it is important to ensure that these incentives do not indirectly encourage our associates to take actions that may conflict with our long-term best interests. We address this concern in several ways.
~~Pay mix.~~We believe that base salaries, which do not engender risky behavior, are a sufficient component of total compensation to retain and motivate our executives. Incentive compensation consists of both short-term and long-term incentives, which encourages associates to focus on both short-term results and long-term sustainable performance. Although the majority of pay is variable, incentive compensation is heavily weighted towards long-term components. These factors discourage risk-taking.
~~Capped awards.~~The payouts on annual bonus and performance share unit awards are capped, even if our performance exceeds the predetermined goals. This mitigates the risk that associates may take unwise actions to enhance our performance.
~~PVH CORP. 2021 PROXY STATEMENT   |   59~~

Awards under our Stock Incentive Plan vest after a change in control (provided the awards are assumed by the acquirer) upon the earlier of the original vesting date and a termination of employment (other than for cause or voluntarily without good reason) within two years of the change in control (i.e., they are double trigger).
Risk Considerations In Compensation Programs
Our compensation program is a pay-for-performance model; performance-based incentives constitute a significant portion of the compensation packages awarded to executives. We believe it is important to ensure that these incentives do not indirectly encourage our associates to take actions that may conflict with our long-term best interests. We address this concern in several ways.
Pay Mix
We believe that base salaries, which do not engender risky behavior, are a sufficient component of total compensation to retain and motivate our executives. Incentive compensation consists of both short-term and long-term incentives, which encourages associates to focus on both annual results and long-term sustainable performance. Although the majority of each NEO’s pay is variable, incentive compensation is heavily weighted towards long-term components. These factors discourage risk-taking.
Capped Awards
The payouts on annual bonus and performance share unit awards are capped, even if our performance exceeds the predetermined maximum goals. This mitigates the risk that associates may take unwise actions to enhance our performance.
Long-Term Performance
Half of the NEOs’ performance share unit awards are based upon our performance over a three-year period, and the other half—though based on a one-year performance measure—vest over a three-year period from the grant date. This structure reduces any incentive to take short-term risks. In addition, the performance measures we use align management and stockholder interests.
PVH Corp.  2022 Proxy Statement  /  61

~~COMPENSATION DISCUSSION & ANALYSIS~~ ~~COMPENSATION COMMITTEE REPORT~~
~~Long-term performance.Performance share unit awards are based upon our performance over a three-year period, which reduces any incentive~~
Back to take short-term risks. In addition, the performance measures we use align management and stockholder interests. The outstanding awards are subject to goals for absolute stock price appreciation and relative total stockholder return.
~~Vesting over extended periods.~~Stock options and restricted stock units generally do not vest fully for four years. This lengthy vesting period discourages unnecessary or excessive risk-taking. Additionally, our Insider Trading Policy prohibits hedging and other activities that could offset the benefits of having these as long-term awards.
~~Performance metrics and goals.~~The earnings goals for annual bonus awards made to our senior executives, including the NEOs, are based upon our annual budgets, which are reviewed and approved by the Board. (The unique circumstances in 2020 required a different process, which is described on page 47). We believe these goals are sufficiently challenging but attainable without the need to take inappropriate risks or make material changes to our business or strategy. The bonuses payable under the annual management bonus programs, in which certain other executives participate, are based on the same performance measures as those that apply to NEO bonuses, which means that all of our associates are pursuing complementary goals, and all of those goals are consistent with stockholder interests. The one bonus plan we have in which associates may receive bonuses based upon financial metrics that differ from those in our Performance Incentive Bonus Plan and our annual management bonus program provides ~~de minimis~~ ~~bonuses.~~
~~Recoupment.~~We adopted a Clawback Policy in 2018 that allows us to recover any incentive compensation paid or granted to any current or former Section 16 officer (the executives whose compensation is subject to Compensation Committee review and approval) in the event of a restatement of our financial statements or a material breach of a material company policy.
~~Equity ownership.~~Incentive compensation has a large stock component to it. The value of equity awards is best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines. Since our NEOs are required to hold a prescribed amount of our common stock, it is in their interest not to jeopardize stock appreciation.
ClearBridge identified the above items in a risk assessment of each component of the compensation program for our NEOs that was presented to the Compensation Committee. We believe the assessment is applicable to the potential risks arising in connection with compensating our associates as well, since the programs and metrics are similar. Accordingly, we do not believe there are any risks arising from our overall compensation program that are reasonably likely to have a material adverse effect on PVH.
Contents~~COMPENSATION COMMITTEE REPORT~~
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.
~~Compensation Committee~~
~~Amanda Sourry, Chair~~
~~Henry Nasella~~
~~Allison Peterson~~
~~Craig Rydin~~
~~60   |   PVH CORP. 2021 PROXY STATEMENT~~
Vesting Over Extended Periods

Stock options and restricted stock units generally do not vest fully for four years. This lengthy vesting period discourages unnecessary or excessive risk-taking. Additionally, our Insider Trading Policy prohibits hedging and other activities that could offset the benefits of having these as long-term awards.
Performance Metrics and Goals
The performance goals for annual bonus awards made to our senior executives, including the NEOs, generally are based upon our annual budgets, which are reviewed and approved by the Board. We believe these goals are sufficiently challenging but attainable without the need to take inappropriate risks or make material changes to our business or strategy. The bonuses payable under the annual management bonus programs, in which certain other executives participate, are based on the same performance measures as those that apply to NEO bonuses, which means that all of our associates are pursuing complementary goals, and all of those goals are consistent with stockholder interests. The one bonus plan we have in which associates may receive bonuses based upon financial metrics that differ from those in our Performance Incentive Bonus Plan and our annual management bonus program provides de minimis bonuses.
The performance goals for annual PSU awards made to our NEOs and one other executive typically are split 50% between two three-year performance goals, and the awards cliff vest at the end of the performance cycle to the extent the performance goals are achieved. As discussed elsewhere, one of the financial measures used in 2021 covered a one-year (rather than three-year) performance period due to the exceptional circumstances when compensation packages were established in 2021. However, the payout attributable to that performance metric (which was achieved) will not be delivered until after the third anniversary of the grant, and the value of that payout will fluctuate with our stock price in the meantime. We believe this vesting period, coupled with the three-year performance period for the other 50% of the PSU awards, mitigates the risk associated with a one-year performance period. Additionally, as payouts are subject to our audit and the Compensation Committee’s determination that performance goals were achieved, and the Committee has the ability to adjust payouts downward, we believe there are adequate controls over excessive risk-taking and short-term focus.
Recoupment
Our Clawback Policy allows us to recover any incentive compensation paid or granted to any current or former Section 16 officer (the executives whose compensation is subject to Compensation Committee review and approval) in the event of a restatement of our financial statements or a material breach of a material company policy.
Equity Ownership
Incentive compensation has a large stock component to it. The value of equity awards is best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines. Since our NEOs are required to hold a prescribed amount of our common stock, it is in their interest not to jeopardize stock appreciation.
ClearBridge identified the above items in a risk assessment of each component of the compensation program for our NEOs that was presented to the Compensation Committee. We believe the assessment is applicable to the potential risks arising in connection with compensating our associates as well, since the programs and metrics are similar. Accordingly, we do not believe there are any risks arising from our overall compensation program that are reasonably likely to have a material adverse effect on PVH.
Compensation Committee Report
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.
Compensation Committee
Amanda Sourry, Chair
Michael M. Calbert (joined May 2022)
Henry Nasella
Allison Peterson
PVH Corp.  2022 Proxy Statement  /  62

~~EXECUTIVE COMPENSATION TABLES~~ ~~SUMMARY COMPENSATION TABLE~~
Back to Contents~~Executive Compensation Tables~~
Executive Compensation Tables

~~SUMMARY COMPENSATION TABLE~~
Summary Compensation Table

The Summary Compensation Table includes the 2019, 2020 and 2021 compensation data for our Named Executive Officers, for the years in which they were executive officers.
Name and
Principal Position Fiscal
Year Salary
($) Bonus
($) Stock Awards
($)¹ Option
Awards
($)² Non-Equity
Incentive Plan
Compensation
($)³ Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)⁴ All Other
Compensation
($)⁵ Total
($)
Stefan Larsson
Chief Executive Officer, PVH Corp. 2021 1,300,000 0 6,400,233 1,602,896 5,200,000 200,637 10,442 14,714,208
2020 1,095,000 0 3,333,533 1,669,116 1,800,000 210,989 9,975 8,118,613
2019 800,000 1,198,440 ⁶ 3,000,044 1,644,055 0 N/A 13,300 6,655,839
James W. Holmes
Executive Vice President and Controller 2021 558,333 270,000 ⁷ 950,382 0 718,750 114,989 36,754 2,649,208

Michael A. Shaffer
Former Executive Vice President, Finance and Chief Operating & Financial Officer, PVH Corp. 2021 643,333 0 1,400,425 801,448 1,299,480 1,236,055 3,111,805 8,492,546
2020 890,625 0 1,400,225 802,274 950,000 743,344 59,629 4,846,097
2019 941,667 0 6,400,307 810,655 622,250 1,326,467 89,669 10,191,015

Patricia Donnelly
Chief Executive Officer, PVH Americas and Calvin Klein Global 2021 958,900 653,742 ⁸ 4,011,153 651,780 1,917,800 N/A 2,917 8,196,292

Martijn Hagman⁹
Chief Executive Officer, Tommy Hilfiger Global and PVH Europe 2021 968,405 0 850,479 502,112 1,718,722 N/A 43,086 4,082,804
2020 770,372 0 1,750,124 352,606 767,515 N/A 33,228 3,673,845

Julie A. Fuller
Executive Vice President, Chief People Officer 2021 683,333 300,000 ¹⁰ 800,483 502,112 1,050,000 46,325 212,712 3,594,965

Cheryl Abel-Hodges
Former Chief Executive Officer, Calvin Klein 2021 1,000,000 0 592,841 593,844 1,621,900 299,600 73,409 4,181,594
2020 937,500 0 1,007,629 593,148 875,000 472,288 59,503 3,945,068
2019 880,625 0 850,395 502,360 1,487,500 606,666 53,512 4,381,058
1 The compensation reported represents the aggregate grant date fair value of RSUs and PSUs granted in the fiscal year listed. These are multi-year awards that pay out in future years only if performance objectives and/or service requirements are met. The reported compensation includes the ~~2018, 2019 and 2020 compensation data~~full grant date value of each award in accordance with SEC rules but we expense the cost over the requisite service period.
PVH Corp.  2022 Proxy Statement  /  63
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The following sets forth the breakdown between RSUs and PSUs of the referenced stock awards:
Name Fiscal Year Restricted
Stock Units
($) Performance Share
Unit Awards
($) Total Stock
Awards
($)
Stefan Larsson 2021 2,400,152 4,000,081 6,400,233
2020 1,666,720 1,666,813 3,333,533
2019 1,500,012 1,500,032 3,000,044
James W. Holmes 2021 950,382 ^a N/A 950,382
Michael A. Shaffer 2021 800,190 600,235 1,400,425
2020 800,156 600,069 1,400,225
2019 5,800,251 600,056 ^b 6,400,307
Patricia Donnelly 2021 3,560,906 ^a 450,247 4,011,153
Martijn Hagman 2021 500,223 350,256 850,479
2020 1,550,057 200,067 1,750,124
Julie A. Fuller 2021 500,223 300,260 800,483
Cheryl Abel-Hodges 2021 592,841 N/A 592,841
2020 592,805 414,824 1,007,629
2019 500,319 350,076 850,395
a Includes special RSU grants. See discussion on page 53.
b Reflects grant date value. The performance cycle for ~~our Named Executive Officers, for the years in which they were executive officers.~~
Name and Principal Position Fiscal Year Salary
($) Bonus¹
($) Stock
Awards²
($) Option
Awards³
($) Non-Equity
Incentive Plan
Compensation⁴
($) Change in Pension
Value and Non-
qualified Deferred
Compensation
Earnings⁵
($) All Other
Compensation⁶
($) Total
($)
EMANUEL CHIRICO⁷,
Chairman and Chief Executive
Officer, PVH Corp.
2020 1,125,000 0 8,000,143 2,000,364 3,000,000 2,168,800 114,628 16,408,935
2019 1,500,000 0 8,000,329 2,024,580 1,965,000 3,720,516 253,888 17,464,313
2018 1,450,000 0 8,008,708 2,054,910 4,736,850 609,305 205,831 17,065,604
MICHAEL A. SHAFFER,
Executive Vice President and
Chief Operating & Financial
Officer, PVH Corp.
2020 890,625 0 1,400,225 802,274 950,000 743,344 59,629 4,846,097
2019 941,667 0 6,400,307 810,655 622,250 1,326,467 89,669 10,191,015
2018 916,667 0 1,399,812 809,280 1,460,483 233,719 89,336 4,909,297
STEFAN LARSSON⁷,
President, PVH Corp.
2020 1,095,000 0 3,333,533 1,669,116 1,800,000 210,989 9,975 8,118,613
2019 800,000 1,198,440 3,000,044 1,644,055 0 N/A 13,300 6,655,839
CHERYL ABEL-HODGES,
Chief Executive Officer,
Calvin Klein
2020 937,500 0 1,007,629 593,148 875,000 472,288 59,503 3,945,068
2019 880,625 0 850,395 502,360 1,487,500 606,666 337,093 4,664,639
MARTIJN HAGMAN⁸,
Chief Executive Officer, Tommy Hilfiger Global and PVH Europe 2020 770,372 0 1,750,124 352,606 767,515 N/A 33,228 3,673,845
1 ~~Mr. Larsson’s employment agreement provided that his 2019 annual bonus would be paid out at target level, prorated for the number of days actually employed.~~
2 The compensation reported represents the aggregate grant date fair value of RSUs and PSUs granted in the fiscal year listed. These are multi-year awards that pay out in future years only if performance objectives and/or service requirements are met. The reported compensation includes the full grant date value of each award in accordance with SEC rules but we expense the cost over the period during which performance is measured or service is required.
~~The following sets forth the breakdown between RSUs and PSUs of the referenced stock awards:~~
Name Fiscal Year Restricted
Stock Units
($) Performance Share
Unit Awards
($) Total Stock
Awards
($)
EMANUEL CHIRICO 2020 3,000,059 5,000,084 8,000,143
2019 3,000,282 5,000,047 8,000,329
2018 3,000,067 5,008,641 ^a 8,008,708

MICHAEL A. SHAFFER 2020 800,156 600,069 1,400,225
2019 5,800,251 600,056 6,400,307
2018 800,577 599,235 ^a 1,399,812

STEFAN LARSSON 2020 1,666,720 1,666,813 3,333,533
2019 1,500,012 1,500,032 3,000,044

CHERYL ABEL-HODGES 2020 592,805 414,824 1,007,629
2019 500,319 350,076 850,395

MARTIJN HAGMAN 2020 1,550,057^b 200,067 1,750,124

a ~~Reflects grant date value. The performance cycle for these awards ended April 22, 2021. As certified on May 3, 2021,~~these awards ended April 28, 2022. As certified on May 2, 2022, the performance criteria were not satisfied and therefore no shares were earned.
b ~~Includes special RSU grants. See discussion on page 51.~~
~~PVH CORP. 2021 PROXY STATEMENT~~    |   61
~~EXECUTIVE COMPENSATION TABLES~~ ~~SUMMARY COMPENSATION TABLE~~

The fair value of RSUs is equal to the closing price of our common stock on the grant date multiplied by the number of units granted. For the PSUs granted in 2021, 50% are market-based awards and 50% are non-market-based awards. All of the PSUs granted in 2020 and 2019 are market-based awards. For the non-market-based awards granted in 2021, the fair value is equal to the closing price of our common stock reduced for the present value of any dividends expected to be paid on our common stock during the three-year requisite service period, as these contingently issuable PSUs do not accrue dividends. For the market-based awards, the fair value was established on the grant date using the Monte Carlo simulation model, which was based on the following assumptions:
2021 2020 2019
Weighted Average Grant Date Fair Value Per PSU $ 159.13 $ 64.81 $ 119.20
Weighted Average Risk-Free Interest Rate 0.33 %   0.19 % 2.13 %
Expected Annual Dividends Per Share $ 0.15 $ 0.15 $ 0.15
Weighted Average Company Volatility 60.69 % 52.05 % 30.26 %
The fair value of PSUs reflects the value of the award at the grant date based on the probable outcome of the performance conditions. Mr. Larsson’s 2021 award granted is subject to a holding period of one year after the vesting date. For such award, the grant date fair value was discounted 8.40% for the restriction of liquidity, which we calculated using the Finnerty model. The value of PSUs on the grant date at the maximum performance payout level is shown in the following table and was calculated by multiplying the maximum number of shares payable by the closing price of our common stock on the grant date.
Name 2021 2020 2019
Stefan Larsson 7,134,636 2,772,281 2,867,040
James W. Holmes N/A N/A N/A
Michael A. Shaffer 980,243 989,340 1,154,596
Patricia Donnelly 735,299 N/A N/A
Martijn Hagman 572,003 329,372 N/A
Julie A. Fuller 490,355 N/A N/A
Cheryl Abel-Hodges N/A 683,927 669,011
2 The compensation reported represents the aggregate grant date fair value of ~~RSUs is equal~~stock options granted to ~~the closing price~~each of our ~~common stock on~~NEOs in the ~~grant date multiplied by the number of units granted. The PSUs granted are subject to market conditions.~~fiscal year listed. The fair value of each ~~PSU~~ award ~~was established on~~is estimated as of the grant date using the ~~Monte Carlo simulation model, which was based on the following assumptions:~~
2020 2019 2018
Weighted Average Grant Date Fair Value Per PSU $64.81 $119.20 $159.04
Weighted Average Risk-Free Interest Rate 0.19% 2.13% 2.62%
Expected Annual Dividends Per Share $0.15 $0.15 $0.15
Weighted Average Company Volatility 52.05% 30.26% 29.78%
The fair value of PSUs reflects the value of the award at the grant date based on the probable outcome of the performance conditions. Mr. Chirico's awards granted in 2020, 2019 and 2018 are each subject to a holding period of one year after the applicable vesting date. For such awards, the grant date fair value was discounted 15.94%, 6.20% and 7.09% respectively, for the restriction of liquidity, which we calculate using the ChaffeBlack-Scholes-Merton option valuation model. The value of PSUs on the grant date at the maximum performance payout level is shown in the following table and was calculated by multiplying the maximum number of shares payable by the closing price of our common stock on the grant date.
Name 2020 2019 2018
EMANUEL CHIRICO $9,798,672 $10,256,024 $10,270,262
MICHAEL A. SHAFFER 989,340 1,154,596 1,141,532
STEFAN LARSSON 2,772,281 2,867,040 N/A
CHERYL ABEL-HODGES 683,927 669,011 N/A
MARTIJN HAGMAN 329,372 N/A N/A
PVH Corp.  2022 Proxy Statement  /  64

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The following summarizes the assumptions used to estimate the fair value of stock options granted in the fiscal year listed:
2021 2020 2019
Weighted Average Grant Date Fair Value Per Option $ 48.28 $ 23.26 $ 37.14
Weighted Average Risk-Free Interest Rate 1.24 % 0.48 % 2.15 %
Expected Annual Dividends Per Share $ 0.15 $ 0.15 $ 0.15
Weighted Average Company Volatility 47.58 % 45.10 % 29.88 %
Weighted Average Expected Option Term, In Years 6.25 6.25 6.25
3
The compensation reported represents the aggregate  grant date fair value of stock options granted to each of our NEOs in the fiscal year listed. The fair value of each award is estimated as of the grant date using the Black-Scholes-Merton option valuation model.

~~The following summarizes the assumptions used to estimate the fair value of stock options granted in the fiscal year listed:~~
2020 2019 2018
Weighted Average Grant Date Fair Value Per Option $23.26 $37.14 $51.60
Weighted Average Risk-Free Interest Rate 0.48% 2.15% 2.78%
Expected Annual Dividends Per Share $0.15 $0.15 $0.15
Weighted Average Company Volatility 45.10% 29.88% 26.93%
Weighted Average Expected Option Term, In Years 6.25 6.25 6.25
4 The compensation reported consists of payouts under our Performance Incentive Bonus Plan and our Long-Term Incentive Plan earned with respect to performance cycles ended with the fiscal year listed, as follows:
Name Fiscal Year Performance Incentive
Bonus Plan
($) Long-Term
Incentive Plan
($) Total Non-Equity Incentive
Plan Compensation
($)
EMANUEL CHIRICO 2020 3,000,000 N/A 3,000,000
2019 1,965,000 N/A 1,965,000
2018 4,736,850 N/A 4,736,850

MICHAEL A. SHAFFER 2020 950,000 N/A 950,000
2019 622,250 N/A 622,250
2018 1,460,483 N/A 1,460,483

STEFAN LARSSON 2020 1,800,000 N/A 1,800,000
2019 0 N/A 0

CHERYL ABEL-HODGES 2020 875,000 N/A 875,000
2019 550,000 937,500 1,487,500

MARTIJN HAGMAN 2020 767,515 N/A 767,515

62   |   ~~PVH CORP. 2021 PROXY STATEMENT~~
~~Executive Compensation Tables~~ ~~Summary Compensation Table~~

5
Name Fiscal Year Performance
Incentive
Bonus Plan
($) Long-Term
Incentive Plan
($) Total Non-Equity
Incentive Plan
Compensation
($)
Stefan Larsson 2021 5,200,000 N/A 5,200,000
2020 1,800,000 N/A 1,800,000
2019 0 N/A 0
James W. Holmes 2021 718,750 N/A 718,750
Michael A. Shaffer 2021 1,299,480 N/A 1,299,480
2020 950,000 N/A 950,000
2019 622,250 N/A 622,250
Patricia Donnelly 2021 1,917,800 N/A 1,917,800
Martijn Hagman 2021 1,718,722 N/A 1,718,722
2020 767,515 N/A 767,515
Julie A. Fuller 2021 1,050,000 N/A 1,050,000
Cheryl Abel-Hodges 2021 1,621,900 N/A 1,621,900
2020 875,000 N/A 875,000
2019 550,000 937,500 1,487,500
4 The compensation reported consists of the changes in values under our Pension Plan and our Supplemental Pension Plan ~~and for Mr. Chirico’s capital accumulation program agreement~~ as follows:
Name Fiscal Year Change in Pension
Plan Value
($) Change in Supplemental
Pension Plan Value
($) Change in Capital
Accumulation
Program Value
($) Change in Pension Value and
Non-qualified Deferred
Compensation Earnings^†
($)
EMANUEL CHIRICO 2020 124,706 1,993,631 50,463 2,168,800
2019 217,911 3,330,178 172,427 3,720,516
2018 21,923 555,942 31,440 609,305

MICHAEL A. SHAFFER 2020 113,739 629,605 N/A 743,344
2019 234,020 1,092,447 N/A 1,326,467
2018 8,248 225,471 N/A 233,719

STEFAN LARSSON 2020 19,734 191,255 N/A 210,989
2019 N/A N/A N/A N/A

CHERYL ABEL-HODGES 2020 80,588 391,700 N/A 472,288
2019 139,021 467,645 N/A 606,666

† ~~The amounts reported represent the aggregate change in the actuarial value of the NEOs’ accumulated benefits under all defined benefit plans.~~
Mr. Hagman is not a participant in either plan, nor does he have a capital accumulation program agreement. See discussion on page 56. Mr. Larsson became eligible to be a participant in the pension plans on July 1, 2020. Additional information regarding the two pension plans and our capital accumulation program is included in this section under the Pension Benefits table and under the heading "Defined Benefit Plans." See page 76.

6
Name Fiscal Year Change in Pension
Plan Value
($) Change in
Supplemental
Pension Plan Value
($) Change in Pension
Value and
Non-qualified
Deferred
Compensation
Earnings^†
($)
Stefan Larsson 2021 32,538 168,099 200,637
2020 19,734 191,255 210,989
2019 N/A N/A N/A
James W. Holmes 2021 19,979 95,010 114,989
Michael A. Shaffer 2021 27,459 1,208,596 1,236,055
2020 113,739 629,605 743,344
2019 234,020 1,092,447 1,326,467
Patricia Donnelly 2021 N/A N/A N/A
Martijn Hagman 2021 N/A N/A N/A
Julie A. Fuller 2021 11,693 34,632 46,325
Cheryl Abel-Hodges 2021 36,911 262,689 299,600
2020 80,588 391,700 472,288
2019 139,021 467,645 606,666
† The amounts reported represent the aggregate change in the actuarial value of the NEOs’ accumulated benefits under all defined benefit plans. Mr. Hagman is not a participant in either plan. See discussion on page 58. Mr. Larsson became eligible to participate in the pension plans on July 1, 2020. Ms. Donnelly became eligible to participate in the pension plans on April 1, 2022. Additional information regarding the two pension plans is included in this section under the Pension Benefits table and under the heading “Defined Benefit Plans.” See page 79.
PVH Corp.  2022 Proxy Statement  /  65
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5 The following table provides additional information about the amounts that appear in the All Other Compensation column:
Perquisites^a
Name Fiscal Year Personal
Travel
($) Other
($) Contributions
to Defined
Contribution
Plans^b
($) Executive
Medical
Premiums
($) Termination-Related
Compensation
($) Total
($)
Stefan Larsson 2021 0 0 10,442 N/A N/A 10,442
2020 0 0 9,975 N/A N/A 9,975
2019 0 0 13,300 N/A N/A 13,300
James W. Holmes 2021 0 0 28,970 7,784 N/A 36,754
Michael A. Shaffer 2021 0 0 58,329 7,784 3,045,692 ^c 3,111,805
2020 0 0 52,189 7,440 N/A 59,629
2019 0 0 83,084 6,585 N/A 89,669
Patricia Donnelly 2021 0 0 2,917 N/A N/A 2,917
Martijn Hagman 2021 25,406 ^d 0 17,680 N/A N/A 43,086
2020 20,202 ^d 0 13,026 N/A N/A 33,228
Julie A. Fuller 2021 0 202,416 ^e 10,296 N/A N/A 212,712
Cheryl Abel-Hodges 2021 0 0 65,625 7,784 N/A 73,409
2020 0 0 52,063 7,440 N/A 59,503
2019 0 — 46,927 6,585 N/A 53,512
a A dash indicates that the NEO received a personal benefit but the amount was not required to be disclosed under SEC rules.
Name Fiscal Year Perquisites^a
($) Contributions to Defined
Contribution Plans^b
($) Executive Medical
Premiums
($) Total
($)
EMANUEL CHIRICO^C 2020 — 107,188 7,440 114,628
2019 30,151 217,152 6,585 253,888
2018 32,943 166,438 6,450 205,831

MICHAEL A. SHAFFER 2020 0 52,189 7,440 59,629
2019 0 83,084 6,585 89,669
2018 0 82,886 6,450 89,336

STEFAN LARSSON 2020 0 9,975 0 9,975
2019 0 13,300 0 13,300

CHERYL ABEL-HODGES 2020 0 52,063 7,440 59,503
2019 — 330,508 6,585 337,093

MARTIJN HAGMAN^d 2020 20,202 13,026 0 33,228

b For U.S.-based NEOs, this represents contributions to our 401(k) plan and our Supplemental Savings Plan. For Mr. Hagman, this represents contributions to Zwitserleven Pensioen Plan and our supplemental PVH Net Pension Plan. Both are defined benefit plans, the former for all associates and the latter for certain executives in our European headquarters in Amsterdam.
c Termination-related compensation includes unused vacation of $98,865, benefits continuation of $4,736, and severance of $2,940,000 plus accrued interest of $2,091 on amounts deferred under Code section 409(A). See discussion on pages 68–69. Mr. Shaffer was entitled to severance pursuant to the provision of his employment agreement governing termination of employment by PVH without cause or by Mr. Shaffer for good reason. See pages 68–69.
d These amounts represent a car allowance. See discussion on page 70.
e This amount consists of moving expenses and relocation expenses of $194,113, a moving allowance of $5,000 and a tax gross-up on the moving allowance of $3,303.
a ~~A dash indicates that the NEO received a personal benefit but the amount was not required to be disclosed under SEC rules.~~
b ~~For U.S.-based NEOs, this represents contributions to our our 401(k) plan and our Supplemental Savings Plan. For Mr. Hagman, this represents contributions to~~ ~~Zwitserleven Pensioen Plan~~ ~~(a defined contribution plan for our associates in our European headquarters in Amsterdam).~~
c ~~The amount in the perquisite column represents personal use of a company car and driver. See discussion on page 56.~~
d ~~The amount in the perquisite column represents a car allowance. See discussion on page 57.~~
7 For all of 2020, Mr. Chirico was the Chief Executive Officer and Mr. Larsson was President of PVH Corp. Mr. Larsson succeeded Mr. Chirico, who remains Chairman of the Board, effective February 1, 2021.
8 ~~Mr. Hagman’s cash compensation was paid in euros and has been converted at average euro-to-U.S. dollar exchange rates for the applicable fiscal year. The rate for 2020 was 1.1508.~~
~~PVH CORP. 2021 PROXY STATEMENT~~   |   63

~~Executive Compensation Tables~~ ~~Grants~~
6 Mr. Larsson’s employment agreement provided that his 2019 annual bonus would be paid out at target level, prorated for the number of ~~Plan-Based Awards~~
~~GRANTS OF PLAN-BASED AWARDS~~
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards Estimated Future
Payouts Under Equity
Incentive Plan Awards¹ All Other
Stock Awards: All Other
Option
Awards
Number of: Exercise or Grant Date
Fair Value of
Name Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Number of
Shares of
Stock or Units²
(#) Securities
Underlying
Options³
(#) Base Price
of Option
Awards
($/sh) Stock and
Options
Awards
($)
EMANUEL 4/14/2020 49,200 47.96 990,888
CHIRICO 9/10/2020 35,100 67.05 1,009,476
4/14/2020 23,576 1,130,705
9/10/2020 27,880 1,869,354
4/29/2020 19,627 39,253 78,506 2,133,401
9/10/2020 20,743 41,486 82,972 2,866,683
7/28/2020 ⁴ 750,000 1,500,000 3,000,000

MICHAEL 4/14/2020 19,700 47.96 396,758
A. SHAFFER 9/10/2020 14,100 67.05 405,516
4/14/2020 6,288 301,572
9/10/2020 7,436 498,584
4/29/2020 2,210 4,419 8,838 282,728
9/10/2020 1,911 3,822 7,644 317,341
7/28/2020 ⁴ 237,500 475,000 950,000

STEFAN 4/14/2020 57,600 47.96 1,160,064
LARSSON 9/10/2020 17,700 67.05 509,052
4/14/2020 18,412 883,040
9/10/2020 11,688 783,680
4/29/2020 8,785 17,570 35,140 1,124,129
9/10/2020 3,268 6,536 13,072 542,684
7/28/2020 ⁴ 450,000 900,000 1,800,000

CHERYL 4/14/2020 14,600 47.96 294,044
ABEL-HODGES 9/10/2020 10,400 67.05 299,104
4/14/2020 4,660 223,494
9/10/2020 5,508 369,311
4/29/2020 1,528 3,055 6,110 195,459
9/10/2020 1,321 2,642 5,284 219,365
7/28/2020 ⁴ 187,500 375,000 875,000

MARTIJN 6/15/2020 8,600 50.17 182,922
HAGMAN 9/10/2020 5,900 67.05 169,684
4/14/2020 2,360 113,186
6/15/2020 396 19,867
8/3/2020 24,376 1,200,030
9/10/2020 3,236 216,974
6/15/2020 737 1,473 2,946 87,644
9/10/2020 677 1,354 2,708 112,423
7/28/2020 ^4,5 230,160 460,320 767,515

1 ~~These amounts represent potential payouts of PSU awards.~~ ~~See~~ ~~discussion on page 52.~~
2 ~~These amounts represent RSU awards.~~ ~~See~~ ~~discussion on page 51.~~
3 ~~These amounts represent stock option awards.~~ ~~See~~ ~~discussion on page 51.~~
4 These amounts represent potential payout opportunities for awards under our Performance Incentive Bonus Plan with respect to 2020 performance. Non-equity incentive payout opportunity reflects a 50% reduction of the payout opportunity as part of the company’s actions taken in response to the COVID-19 pandemic.
5 ~~Potential cash payouts for Mr. Hagman have been converted at a euro-to-U.S. dollar exchange rate~~days actually employed.
7 Mr. Holmes was awarded a cash bonus of $750,000 in recognition of the increased responsibilities in connection with the transition of Mr. Shaffer’s responsibilities and in anticipation of Mr. Holmes’ contemplated appointment as Interim Chief Financial Officer. He received $250,000 of this bonus in August 2021. The balance of $500,000 will be paid on or about 100 days after April 4, 2022, which is the date that Mr. Coughlin, Mr. Shaffer’s replacement, commenced employment with the Company. Mr. Holmes also received a cash bonus of $20,000 for the closure of the Heritage Brands transaction.
8 Ms. Donnelly received a cash sign-on bonus in connection with her commencement of employment with us.
9 Mr. Hagman’s cash compensation was paid in euros and has been converted at average euro-to-U.S. dollar exchange rates over the applicable fiscal year. The rates were 1.1762 for 2021 and 1.1508 ~~which was the average exchange rate~~ for 2020.
64   |   ~~PVH CORP.~~
10 Ms. Fuller received a deferred cash sign-on bonus of $700,000 in connection with her commencement of employment with us in September 2020. The bonus vests in three installments, with $300,000 paid in September 2021, ~~PROXY STATEMENT~~
and $200,000 to be paid in each of September 2022 and September 2023, subject to certain conditions, including her continued employment with us.

PVH Corp.  2022 Proxy Statement  /  66

~~Executive Compensation Tables~~ ~~Narrative Disclosure~~
Back to ~~Summary Compensation Table and~~ Contents
Grants Of Plan-Based Awards
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards Estimated Future Payouts Under
Equity Incentive Plan Awards¹ All Other
Stock
Awards:
Number of
Shares of
Stock or All Other
Option
Awards:
Number of
Securities
Underlying Exercise
or Base
Price
of Option Grant Date
Fair Value
of Stock
and Option
Name Grant Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Units²
(#) Options³
(#) Awards
($/sh) Awards
($)
Stefan Larsson 4/5/2021 33,200 104.30 1,602,896
4/5/2021 23,012 2,400,152
5/3/2021 15,292 30,584 61,168 4,000,081
5/3/2021 ⁴ 1,300,000 2,600,000 5,200,000
James W. Holmes 4/5/2021 3,356 350,031
4/5/2021 5,756 600,351
5/3/2021 ⁴ 143,750 287,500 718,750
Michael A. Shaffer 4/5/2021 16,600 104.30 801,448
4/5/2021 7,672 800,190
5/3/2021 2,101 4,202 8,404 600,235
5/3/2021 ⁴ 490,000 980,000 1,960,000
Patricia Donnelly 4/5/2021 13,500 104.30 651,780
4/5/2021 27,905 2,910,491
4/5/2021 6,236 650,415
5/3/2021 1,576 3,152 6,304 450,247
5/3/2021 ⁴ 479,450 958,900 1,917,800
Martijn Hagman 4/5/2021 10,400 104.30 502,112
4/5/2021 4,796 500,223
5/3/2021 1,226 2,452 4,904 350,256
5/3/2021 ^4,5 491,064 982,127 1,718,722
Julie A. Fuller 4/5/2021 10,400 104.30 502,112
4/5/2021 4,796 500,223
5/3/2021 1,051 2,102 4,204 300,260
5/3/2021 ⁴ 262,500 525,000 1,050,000
Cheryl Abel-Hodges 4/5/2021 12,300 104.30 593,844
4/5/2021 5,684 592,841
5/3/2021 ⁶ 375,000 750,000 1,750,000
1 These amounts represent potential payouts of ~~Plan-Based Awards Table~~PSU awards. See discussion on pages 54–55.
2 These amounts represent RSU awards. See discussion on page 53.
3 These amounts represent stock option awards. See discussion on page 53.
4 These amounts represent potential payout opportunities for annual bonus awards under our Performance Incentive Bonus Plan with respect to 2021 performance. Ms. Donnelly’s potential payout opportunities are prorated for the number of days she was employed.
5 Potential cash payouts for Mr. Hagman have been converted at a euro-to-U.S. dollar exchange rate of 1.1762, which was the average exchange rate for 2021.
6 These amounts represent potential payout opportunities for annual bonus awards under our Senior Management Bonus Plan with respect to 2021 performance. The Senior Management Bonus Plan is substantially similar to the Performance Incentive Bonus Plan but applies to senior executives who are not Section 16 officers.
PVH Corp.  2022 Proxy Statement  /  67
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Narrative Disclosure To Summary Compensation Table and Grants of Plan-Based Awards Table

~~NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE~~
Employment Contracts

~~Emanuel Chirico, Michael A. Shaffer,~~ Stefan Larsson, James W. Holmes, Michael A. Shaffer, Patricia Donnelly, Julie A. Fuller and Cheryl Abel-Hodges

Summary of Employment Agreements

Messrs. Chirico and Larsson were parties to the employment agreements described below for all of fiscal year 2020. Mr. Chirico entered into a transition agreement that commenced on February 1, 2021 and is described in the section entitled “Emanuel Chirico — Transition Agreement” on page 67.
Mr. Larsson entered into an amendment to his employment agreement that was effective February 1, 2021 and is described in the section entitled “Stefan Larsson — Amendment to Employment Agreement” on page 67. For ease of reading, the description immediately below is in the present tense even as applied to ~~Messrs. Chirico~~Mr. Shaffer (whose employment with us ended on September 30, 2021) and ~~Larsson.~~Ms. Abel-Hodges (whose employment with us ended on February 28, 2022).

Our employment agreements with each of Messrs. ~~Chirico,~~Larsson, Holmes and Shaffer, and ~~Larsson,~~Mses. Donnelly, Fuller and ~~Ms.~~ Abel-Hodges, outline the compensation and benefits to be paid to these executives during their employment and set forth their rights to severance upon termination of employment. The agreements also include certain restrictive covenants in favor of PVH. The covenants include prohibitions during and after employment against the use of confidential information, soliciting our associates for employment by themselves or anyone else, competing against PVH by accepting employment or being otherwise affiliated with a competitor (for ~~Messrs. Chirico and Larsson and Ms. Abel-Hodges)~~everyone other than Mr. Shaffer) and, other than following a termination without cause or for good reason, interfering with our business relationships (for ~~Messrs. Chirico and Larsson and Ms. Abel-Hodges,~~everyone other than Mr. Shaffer, the non-interference covenant applies following a termination of employment for any reason). The agreements provide for an annual review of base salaries and permit only upward adjustments of salary.

Termination ~~for~~without “cause” or for “good ~~reason.”~~reason”
Generally, each executive is entitled to severance only if the executive’s employment is terminated by PVH without “cause” or if the executive terminates the executive’s employment for “good reason.”

“Cause” is generally defined as:

◾• for ~~Messrs. Chirico and Larsson and Ms. Abel-Hodges only,~~everyone other than Mr. Shaffer, gross negligence or willful misconduct (a) in the executive’s performance of the material responsibilities of the executive’s position that results in material economic harm to us or our affiliates or (b) that results in reputational harm causing demonstrable injury to us or our affiliates;
◾• for Mr. Shaffer only, gross negligence or willful misconduct in his performance of the material responsibilities of his position, which results in material economic harm to us or our affiliates or in reputational harm causing demonstrable injury to us or our affiliates;
◾• the executive’s willful and continued failure to perform substantially the executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness);
◾• the executive’s conviction of, or plea of guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic ~~violation)~~violation for Messrs. Larsson, Holmes and Shaffer and Ms. Abel-Hodges) or, for Messrs. ~~Chirico and~~ Larsson and ~~Ms.~~Holmes and Mses. Donnelly, Fuller and Abel-Hodges only, a crime of moral turpitude;
◾• the executive’s having willfully divulged, furnished or made accessible any confidential information (as defined in the employment agreement);
◾• any act or failure to act by the executive that, under the provisions of applicable law, disqualifies the executive from acting in the executive’s position; or
• ◾ ~~for Messrs. Chirico and Larsson and Ms. Abel-Hodges only,~~For everyone other than Mr. Shaffer, any material breach of the employment agreement, our Code of Business Conduct and Ethics or any other material policy of PVH and its subsidiaries.

“Good reason” is generally defined as:

◾• the assignment to the executive of any duties inconsistent in any material respect with the executive’s position or any other action that results in a material diminution in such position;
• for Mr. Holmes only, a change in his reporting relationship such that he no longer reports directly to the Board, Chief Executive Officer or Chief Financial Officer of PVH;
• for Ms. Donnelly only, a change in her reporting relationship such that she no longer reports directly to the Chief Executive Officer or to the Board or, if any, to the President of PVH (or similar role); provided, however, that if her reporting relationship changes such that she reports to the President of PVH (or similar role), if any, then such change in reporting relationship will not constitute the basis for her to terminate her employment for Good Reason only if other executives of the Company with comparable responsibilities to her also report to the President of PVH (or similar or lesser role);

PVH Corp.  2022 Proxy Statement  /  68
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• for Ms. Fuller only, a change in her reporting relationship such that she no longer reports directly to the Board or Chief Executive Officer of PVH;
• for Ms. Abel-Hodges only, a change in her reporting relationship such that she no longer reports directly to the Board, Chief Executive Officer or President of PVH;
• ◾ for Messrs. Holmes and Shaffer and Ms. Abel-Hodges only, a reduction of base salary;
• ◾for Mr. Larsson and Mses. Donnelly and Fuller only, a reduction of their base salary, unless the Board imposes similar reductions in base salaries for other executive officers;
• the taking of any action that substantially diminishes (a) the aggregate value of the executive’s total compensation opportunity or (b) the aggregate value of the employee benefits provided to the executive;
◾• for Mr. Larsson only, ~~a person other than~~our failure to cause Mr. Larsson ~~is named as~~to be nominated for reelection to the ~~successor Chief Executive Officer to Mr. Chirico;~~Board at the expiration of each Board term during his employment;
◾• requiring that the executive’s services be rendered primarily at a location or locations more than 35 miles ~~(75~~for Mr. Larsson or 75 miles for ~~Mr. Shaffer and Ms. Abel-Hodges)~~the others from PVH’s principal executive offices;
◾• for Mr. ~~Chirico~~Larsson only, solely after a change in control of PVH, if Mr. Larsson is not serving as the Chief Executive Officer and a member of the board of directors of the top-most company in the chain of companies resulting from such change in control at any time during the ~~Chair~~one-year period following such change in control (other than as a result of ~~the Board~~Mr. Larsson’s termination of ~~Directors such that~~employment for any reason or cessation of service as a director due to death or disability); or
~~PVH CORP. 2021 PROXY STATEMENT   |   65~~
~~Executive Compensation Tables~~ ~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~
Mr. Chirico is not serving as the executive or non-executive Chairman at any time during the one-year period following such change in control (other than as a result of Mr. Chirico’s cessation of service due to death or disability); or
◾• for ~~Messrs. Chirico and Larsson and Ms. Abel-Hodges only,~~everyone other than Mr. Shaffer our failure to require any successor to assume expressly and agree to perform the executive’s employment agreement.

Generally, in the event of a termination of employment without cause or for good reason, each of these executives is entitled to a multiple (one and a half times for Mr. Shaffer; two times for ~~Messrs. Chirico, and Larsson and Ms. Abel-Hodges)~~each of the others) of the sum of the executive’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination). All of the agreements require the applicable NEO to execute a release of claims in our favor in order to receive these payments. All such amounts are payable in accordance with our payroll schedule in 36 (for Mr. Shaffer) or 48 (for ~~Messrs. Chirico and Larsson and Ms. Abel-Hodges)~~each of the others) substantially equal installments.

The agreements provide that for a period of time (18 months for Mr. Shaffer, two years for ~~Messrs. Chirico and Larsson, and Ms. Abel-Hodges)~~each of the others) following the termination of the executive’s employment without cause or for good reason, medical, dental and life insurance coverages are continued for the executive (and the executive’s family, to the extent participating prior to termination of employment), subject to cessation if the executive obtains replacement coverage from another employer (although there is no duty to seek employment or mitigate damages). The executive is required to pay the active employee rate, if any, for such coverage.

~~Mr. Larsson’s~~Ms. Donnelly’s agreement provides that in the event of a termination of employment without cause or for good reason as is described above, the sign-on award of 27,905 RSUs (the “Sign-On RSU Award”) we ~~would pay~~granted to ~~him, by no later than December 31, 2020, a bonus in an amount equal~~her to ~~80%~~replace equity awards of our good faith estimate of the bonus amount that he will earn for our 2020 fiscal year. If the actual bonus amount earned by Mr. Larsson for fiscal year 2020 was less than the estimated amount, then he was obligated to repay promptly the difference. If the actual bonus earned was greater than the estimated amount, the difference was to be paid to him at the same time as other payouts are madeher former employer, to the ~~other participants in the Plan.~~
Mr. Larsson’s agreement provides that he will receive, in respect of the PSUs granted to him if his employment is terminated without “cause” or for “good reason,” then the number of shares of our common stock, if any, that would otherwise have been delivered to him in settlement of the PSUs based on actual performance for the applicable performance period, prorated to the portion of the applicable performance period that he actually worked, unless the date of termination occurs prior to the last day of the first fiscal year of the applicable
~~performance period, in which case no shares will be delivered to Mr. Larsson and the applicable PSU award will be forfeited. In addition, in such circumstances, Mr. Larsson’s stock options~~extent then-outstanding, will become fully vested as of the ~~termination~~ date her employment is terminated and will ~~remain exercisable until~~be settled in accordance with the earlier to occur of the original expiration date of each stock option and the date three months following his date of termination, and all of the RSUs granted to him on that date will become fully vested as of such date. However, if Mr. Larsson is named the successor Chief Executive Officer to Mr. Chirico, then, from and after the date on which he is named the successor Chief Executive Officer, the treatment of awards described in the preceding two sentences will not apply and Mr. Larsson’s then-outstanding equity awards will be treated in the same manner upon any such termination of his employment as the standard awards of the same type granted in the same year to the other executive officers of PVH. For more information about such treatment, see “Other Arrangements,” which begins on page 69.applicable underlying award agreement.

Termination following a change in ~~control.~~ control
Each of the NEOs also is entitled, in lieu of the above and subject to executing a release of claims in our favor, to severance upon the termination of their employment without cause or for good reason within two years after a change in control of PVH (as defined in the agreements). In either such case, the executive will receive an aggregate amount equal to two times ~~(three times for Mr. Chirico)~~ the sum of the executive’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination). This amount will be paid in a lump sum if the change in control constitutes a “change in the ownership” or a “change in the effective control” of PVH or a “change in the ownership of a substantial portion of PVH’s assets” (each within the meaning of Section 409A of the Code). Otherwise, this amount will be paid in 48 ~~(72 for Mr. Chirico)~~ substantially equal payments.

These executives also would receive comparable medical, dental and life insurance coverage for themselves and their families for the two-year ~~(three-year for Mr. Chirico)~~ period immediately following such a termination, without a duty to mitigate or obtain replacement coverage from a subsequent employer.

Under her agreement, Ms. Abel-Hodges will not be entitled to severance if PVH’s Calvin Klein business is sold, spun off or otherwise disposed of by PVH, regardless of the form or nature of such transaction, and either (i) she continues her employment in substantially the same or a greater capacity in regard to the Calvin Klein business as immediately prior to the transaction, regardless of the terms of such employment, or (ii) she is offered continued employment in connection with such transaction (whether or not she accepts the offer) and either (A) the employment agreement is to be assumed by the
66   |   ~~PVH CORP. 2021 PROXY STATEMENT~~
~~Executive Compensation Tables~~ ~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~
purchaser or other acquirer of the Calvin Klein business or ~~is to be~~was continued as a result of the purchase, spin off or other transaction involving a change in control of the entity then employing her or (B) she is offered employment in substantially the same or a greater capacity in regard to the Calvin Klein business and (1) her base salary would be no less than the base salary then in effect and (2) all other compensation and benefits offered to her are consistent with those offered to similarly situated executives with her new employer (including in comparable affiliates).

~~Mr. Larsson’s~~PVH Corp.  2022 Proxy Statement  /  69
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Ms. Donnelly’s agreement provides that in respect of the PSUs granted to him, the applicable performance goals will be deemed satisfied (a) based on the level of performance achieved as of the date of the change in control, if determinable, or (b) at the target level, if not determinable, provided that if less than 50% of the applicable performance period has elapsed as of the date of the change in control, then the performance goals applicable to the PSUs will be deemed satisfied at the target level, and such PSUs will become fully vested as of Mr. Larsson’s date of termination. In addition, Mr. Larsson’s agreement provides for the same treatment of his outstanding stock options and RSU awards in the event of a termination of employment ~~without cause or~~ for good reason as is described above, ~~when not~~or by us for any reason other than death, disability or cause as is described above, in each case occurring within two years of a change in ~~control. The lapse~~control of ~~such acceleration~~PVH, the Sign-On RSU Award, to the extent then-outstanding, will become fully vested as of ~~Mr. Larsson’s PSUs, stock options~~the date her employment is terminated and will be settled in accordance with the applicable underlying award agreement.
Ms. Fuller’s agreement provides that in the event of a termination of employment for good reason as is described above, or by us for any reason other than death, disability or cause as is described above, in each case when occurring within two years after a change in control of PVH, each of the $700,000 cash award and the award of 17,971 RSUs we granted to her upon ~~being named Mr. Chirico’s successor also applies. For more information, see “Other Arrangements,” which begins on page 69.~~commencement of employment with us, to the extent then outstanding, will become fully vested as of the date her employment is terminated and will be settled in accordance with the applicable underlying award agreement.

All of the employment agreements provide that if the receipt of the foregoing severance would subject the executive to the excise tax on excess parachute payments under Section 4999 of the Code, the executive’s severance would be reduced by the amount required to avoid the excise tax if such a reduction would give the executive a better after-tax result than if the executive received the full severance amount.
~~Stefan Larsson — Amendment to Employment Agreement~~
~~PVH and Mr. Larsson entered into an amendment to his employment agreement on January 27, 2021 in connection with his appointment as Chief Executive Officer.~~
The amendment increases Mr. Larsson’s base salary to $1,300,000 per annum. The amendment also reflects the lapse of certain rights in respect of equity incentive awards set forth in his employment agreement, which are discussed above, that Mr. Larsson would have been entitled to if he had not been named Chief Executive Officer.
~~The amendment provides that during Mr. Larsson’s employment, we will cause Mr. Larsson to be nominated for reelection to the Board at the expiration of each Board term.~~
~~The amendment also modifies the definition of “good reason” included in his employment agreement. Pursuant to the amendment, “good reason” generally is defined as:~~
◾ ~~the assignment to him of any duties inconsistent in any material respect with his position or any other action that results in a material diminution in such position;~~
◾ ~~a reduction of base salary, unless the Board imposes similar reductions in base salaries for other executive officers;~~
◾ ~~the taking of any action that substantially diminishes (a) the aggregate value of his total compensation opportunity or (b) the aggregate value of the employee benefits provided to him;~~
◾ ~~our failure to cause Mr. Larsson to be nominated for reelection to the Board at the expiration of each Board term during his employment;~~
◾ ~~requiring that his services be rendered primarily at a location or locations more than 35 miles from PVH’s principal executive offices;~~
◾ solely after a change in control of PVH, Mr. Larsson is not serving as the Chief Executive Officer and a member of the Board of Directors of the top-most company in the chain of companies resulting from such change in control at any time during the one-year period following such change in control (other than as a result of Mr. Larsson’s termination of employment for any reason or cessation of service as a director due to death or disability); and
◾ ~~our failure to require any successor to assume expressly and agree to perform Mr. Larsson’s employment agreement.~~
~~Emanuel Chirico — Transition Agreement~~
We entered in a transition agreement with Mr. Chirico on January 31, 2021 in connection with Mr. Chirico’s plans to step down from the position of Chief Executive Officer. The transition agreement superseded his employment agreement with PVH, which is described above.
The transition agreement provides that Mr. Chirico will continue to serve as the Chairman of the Board for the remainder of his current term as a director, and, if re-elected to the Board at PVH’s 2021 Annual Meeting of Stockholders, will be reappointed by the Board as Chairman for such term. The Board will have no obligation to nominate Mr. Chirico for reelection to the Board beyond the term ending at the Company’s 2022 Annual Meeting of Stockholders and Mr. Chirico has no obligation to continue to serve beyond such term.
The transition agreement provides that Mr. Chirico will be employed as an employee at will from the “transition period” commencing on February 1, 2021 and ending on December 31, 2021. During the transition period, Mr. Chirico will have such duties and responsibilities as may be reasonably assigned to him by the Board, including, but not limited to, providing advice and support to Mr. Larsson to ensure a smooth and effective
~~PVH CORP. 2021 PROXY STATEMENT   |   67~~
~~Executive Compensation Tables~~ ~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~
transition and serving as a liaison between Mr. Larsson and the independent directors of the Board. Mr. Chirico's base salary during the transition period will be $1,200,000 per annum. Thereafter, so long as he remains a director, Mr. Chirico will be entitled to compensation in accordance with the compensation package and practices approved by the Board for non-employee Board members.
The transition agreement also provides that Mr. Chirico will not be eligible to receive an annual bonus award for PVH’s 2021 fiscal year or otherwise participate in any of PVH’s bonus and stock plans and other incentive compensation programs for PVH’s senior executives, other than (i) with respect to awards granted prior to the date of the transition agreement, and (ii) an award of restricted stock units (“FY2021 RSUs”) having an aggregate grant date value of $3,000,000 that will vest on December 31, 2021, subject to his continued employment from the grant date of the FY2021 RSUs to the end of the transition period. Additionally, if Mr. Chirico’s employment is terminated prior to December 31, 2021 due to his death or disability, or the termination of his employment by PVH without cause, the FY2021 RSUs will become fully vested on the date of termination. The transition agreement also provides that if Mr. Chirico’s employment with PVH terminates for any reason other than his death or for cause (as defined in the transition agreement), such termination will be treated as a “retirement” (as defined in the Stock Incentive Plan) for purposes of his then-outstanding equity incentive awards granted under such Stock Incentive Plan. In addition, Mr. Chirico is eligible to participate in all employee benefit and insurance plans sponsored or maintained by PVH for similarly situated executives of PVH and he is entitled to reimbursement of reasonable expenses incurred or paid by him in the performance of his duties.
The transition agreement sets forth Mr. Chirico’s rights upon termination of employment prior to December 31, 2021. In the event that we terminate Mr. Chirico’s employment without cause, Mr. Chirico will be entitled, subject to executing a release of claims in our favor, to receive the portion of his base salary for periods prior to the effective date of termination accrued but unpaid (if any); all unreimbursed expenses (if any); continued payment of his base salary through December 31, 2021, payable in substantially equal installments on the same schedule that his base salary was paid immediately prior to the date of termination; and the payment or provision of any other benefits as to which Mr. Chirico holds rights to on the date of termination.
The transition agreement includes the same restrictive covenants in favor of us as the employment agreement replaced, including prohibitions during and following employment against Mr. Chirico’s use of confidential information, soliciting our employees for employment by himself or anyone else, interfering with business relationships, and, with certain exceptions, competing against us by accepting employment or
~~being otherwise affiliated with a direct competitor of our primary businesses or products as of the date of termination.~~

Martijn Hagman

Our employment agreement with Mr. Hagman outlines the compensation and benefits to be paid to him and sets forth the parties’ rights to terminate Mr. Hagman’s employment and the restrictive covenants to which he has agreed. Mr. Hagman’s employment agreement provides that he will serve as the Chief Executive Officer of Tommy Hilfiger Global and PVH Europe, or in such other position or positions as our Executive Chairman, Chief Executive Officer, President or Board may designate. It also provides that his base salary is subject to annual review and upward adjustment, and may not be reduced without his consent unless the Board imposes similar reductions in base salaries for other similarly situated executives. Mr. Hagman’s employment agreement also provides for a car allowance of €1,800 gross per month.

Termination ~~for~~without “cause” or for “good ~~reason.”~~reason”
The employment agreement also sets forth Mr. Hagman’s rights to severance upon termination of employment. Generally, Mr. Hagman is entitled to severance only if his employment is terminated without “cause” or if he terminates employment for “good reason.”

“Cause” is generally defined as the following:

◾• gross negligence or willful misconduct by Mr. Hagman (a) in his performance of the material responsibilities of his office or position, which results in material economic harm to us or our affiliates or (b) that results in material reputational harm to us or our affiliates;
◾• Mr. Hagman’s willful and continued failure to perform substantially his duties (other than any such failure resulting from incapacity due to physical or mental illness);
◾• Mr. Hagman’s conviction of, or plea of guilty or nolo contendere to, a felony or comparable crime within the meaning of European Union, Dutch national, U.S. Federal, state or local law (other than a traffic violation) or a crime of moral turpitude;
◾• Mr. Hagman’s having willfully divulged, furnished or made accessible confidential information (as defined in the employment agreement);
◾• any act or failure to act by Mr. Hagman that, under the provisions of applicable law, disqualifies him from acting in any or all capacities in which he is then acting for us;
◾• Mr. Hagman’s having materially breached his employment agreement, our Code of Business Conduct and Ethics or any other material policy of PVH and its subsidiaries; or
◾• other urgent reason within the meaning of the Dutch Civil Code.

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~~Executive Compensation Tables~~ ~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~
“Good reason” is generally defined as:

◾• the assignment to Mr. Hagman of any duties inconsistent in any material respect with his position, or any other action by us that results in a material diminution in such position;
◾• a change in Mr. Hagman’s reporting relationship such that he no longer reports directly to the Board, the Executive Chairman, Chief Executive Officer or President of PVH, or any person serving in the role of principal executive officer, PVH’s Chief Operating Officer or a comparable role;
◾• a reduction of base salary, unless the Board imposes similar reductions in base salaries for other similarly situated executives;
◾• the taking of any action by us that substantially diminishes (a) the aggregate value of Mr. Hagman’s total compensation opportunity or (b) the aggregate value of the employee benefits provided to him, in each case relative to all other similarly situated senior executives;
◾• requiring that Mr. Hagman’s services be rendered primarily at a location or locations more than 75 miles from our principal office in Amsterdam; or
◾• our failure to require any successor to assume expressly and agree to perform Mr. Hagman’s employment agreement.

Either party may terminate Mr. Hagman’s employment agreement, subject to a notice period of six months for Mr. Hagman and 12 months for us. The agreement automatically terminates at the end of the month in which Mr. Hagman turns the statutory pension age under Dutch law (currently 68 and three months).

If Mr. Hagman’s employment is terminated without cause or for good reason (other than during the two-year period following a change in control (as defined in his agreement)), he is entitled to a severance payment equal to the sum of (x) his base salary for 12 months and (y) an amount
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equal to the bonus that would be payable if “target” level performance were achieved under PVH’s annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year,
if bonus levels have not yet been established for the year of termination). This severance payment will be deemed to include the statutory severance amount and/or benefits provided for under Dutch law. The severance amount is payable in accordance with the Amsterdam office’s regular payroll schedule in 12 substantially equal payments, commencing on the first scheduled payroll date that occurs on or following the date that is 30 days after Mr. Hagman’s termination of employment, subject to Mr. Hagman delivering a settlement agreement to us.

If Mr. Hagman’s employment is terminated without cause or for good reason within two years after a ~~“change~~change in ~~control”,~~control, he is entitled to the above severance payment, which will be paid in a 12 monthly installments commencing on the first scheduled payroll date that occurs on or following the date that is 30 days
after Mr. ~~Hagman’s’s~~Hagman’s termination of employment, subject to Mr. Hagman delivering a settlement agreement to us.

If Mr. Hagman voluntarily resigns without good reason, he is generally entitled to receive base salary for 12 months after the conclusion of the notice period, paid in 12 substantially equal payments, in consideration of his covenant not to compete.

Mr. Hagman’s employment agreement also provides that in the event of his disability pursuant to article 7:669, paragraph 3(b) of the Dutch Civil Code, we would be entitled to terminate his employment, in which case Mr. Hagman would be entitled to receive the statutory severance amount provided for under Dutch law.

Under his agreement, Mr. Hagman will not be entitled to severance if the business or operating unit or division in which he is then employed (the “Business”) is sold, spun off or otherwise disposed of by PVH, regardless of the form or nature of such transaction, and either (i) he continues his employment in substantially the same or a greater capacity in regard to the Business as immediately prior to the transaction, regardless of the terms of such employment, or (ii) he is offered continued employment in connection with such transaction (whether or not he accepts the offer) and either (A) the employment agreement is to be assumed by the purchaser or other acquirer of the Business or is to be continued as a result of the purchase, spin off or other transaction involving a change in control of the entity then employing him or (B) he is offered employment in substantially the same or a greater capacity in regard to the Business and (1) his base salary is no less than the base salary then in effect and (2) all other compensation and benefits offered to him are consistent with those offered to similarly situated executives with his new employer (including in comparable affiliates).

The restrictive covenants in Mr. Hagman’s agreement include prohibitions during and following employment against Mr. Hagman’s use of confidential information, soliciting PVH associates for employment by himself or anyone else, interfering with our business relationships and, competing against us by accepting employment or being otherwise affiliated with a direct competitor of our businesses or products as of the date of termination or any business that we are planning to engage in or products that we are planning to develop or launch.

Other Arrangements

There are a number of other arrangements that would result in payments or other benefits to some or all of our Named Executive Officers upon a termination of employment or in the event of a change in control, in addition to the severance arrangements described above.

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  6971

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~~Executive Compensation Tables~~ ~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~
Stock Incentive Plan

Our Stock Incentive Plan enables us to grant stock options, restricted stock units, performance share units and other stock-based awards. To date, we have granted to the NEOs (i) service-based incentive and non-qualified stock options, restricted stock and restricted stock units; and (ii) contingently issuable performance share units and restricted stock units. The following describes the effect ~~upon~~on stock option, restricted stock unit, and performance share unit awards (the only types of awards currently outstanding) of a termination of employment or change in ~~control (the only types of awards currently outstanding).~~control.

Stock options

The following sets forth the effect of certain triggering events on stock options prior to their exercise or expiration.

Death Unvested stock options become exercisable and, together with already exercisable options, expire three months after the qualification of the representative of the participant’s estate (or such earlier date on which they are scheduled to expire).
Change In Control Unvested stock options that are assumed by the acquirer continue on the same ~~terms.~~terms and will become immediately exercisable in the event of the participant’s termination of employment (other than for “cause” or without “good reason,” as and if such terms are defined in the participant’s employment agreement, if any) during the two year period following the change in control. Unvested stock options that are not assumed by the acquirer become immediately exercisable.
Disability Unvested stock options become immediately exercisable and, together with already exercisable options, expire three months after the termination of employment (or such earlier date on which they are scheduled to expire).
Retirement¹ Unvested stock options become immediately exercisable, except that awards granted in the year of retirement are forfeited if the participant retires prior to the last day of the calendar year of the grant. Stock options that vest, together with already exercisable options, expire three years after the retirement (or such earlier date on which they are scheduled to expire).
~~Voluntar y~~Voluntary Termination/ Termination Without Cause/Termination For “Good Reason”²¹
Unvested stock options are forfeited.

Vested stock options expire three months after the termination of employment (or such earlier date on which they are scheduled to expire).
1 All stock options granted to Mr. Chirico starting in 2018 expire 10 years after grant, regardless of when he retires (other than retirement prior to the last day of the year of grant, in which case they are forfeited).

21 “Good reason” is as defined in a participant’s employment agreement (if any). “Cause” is as defined in the Stock Incentive Plan unless a participant’s employment agreement (if any) provides it controls.

Restricted stock units

~~Unvested restricted stock units that are assumed by an acquirer upon a change in control will continue~~The following sets forth the effect of certain triggering events on RSUs prior to ~~vest on~~ their original schedule and only vest in full on an accelerated basis after termination of employment (other than for “cause” or without “good reason,” as and if such terms are defined in a participant’s employment agreement, if any) within two years of the change in control (~~i.e.~~, double trigger). All outstanding restricted stock units that are not assumed by an acquirer upon a change in control will vest in full on an accelerated basis upon the change in control. All outstanding restricted stock units vest in full in the event the recipient dies or the recipient’s employment terminates due to disability. In the event of retirement, restricted stock units generally vest in full, except that restricted stock units granted in the year of retirement are forfeited immediately if the recipient retires before December 31. When a recipient’s employment terminates for any other reason, unvested restricted stock units are forfeited immediately.vesting.
Death/Disability All outstanding restricted stock units vest in full.
Change In Control
All outstanding restricted stock units that are assumed by an acquirer upon a change in control will continue to vest on their original schedule and only vest in full on an accelerated basis after termination of employment (other than for “cause” or without “good reason,” as and if such terms are defined in a participant’s employment agreement, if any) within two years of the change in control (i.e., double trigger).
All outstanding restricted stock units that are not assumed by an acquirer upon a change in control will vest in full on an accelerated basis upon the change in control.
Retirement All outstanding restricted stock units generally vest in full, except that restricted stock units granted in the year of retirement are forfeited immediately if the recipient retires before December 31.
Voluntary Termination/ Termination Without Cause/ Termination For “Good Reason” ¹ All outstanding restricted stock units are forfeited immediately.
1 “Good reason” is as defined in a participant’s employment agreement (if any). “Cause” is as defined in the Stock Incentive Plan unless a participant’s employment agreement (if any) provides it controls.

70PVH Corp.  |2022 Proxy Statement  /  ~~PVH CORP. 2021 PROXY STATEMENT~~72

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~~Executive Compensation Tables~~ ~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~

Performance share units

The following sets forth the effect on performance share units of certain triggering events occurring during a performance cycle.

Death The participant’s estate will receive the target level payout, prorated to reflect the portion of the performance cycle worked by the participant.
Change in Control
Awards assumed by the acquirer upon a change in control will be deemed to have satisfied the performance level achieved as of the date of the change in control (if calculable at the time of the change in control) or target performance (if performance is not calculable or less than half the performance cycle has elapsed). The awards then will be deemed to be time-based and will vest upon the earlier of the participant’s termination of employment (other than for “cause” or without “good reason,” as and if such terms are defined in the participant’s employment agreement, if any) during the two year period following the change in control or the scheduled end of the performance cycle (i.e., double trigger). ~~The~~
Awards not assumed by the acquirer upon a change in control will be deemed to have satisfied the performance level achieved as of the date of the change in control (if calculable at the time of the change in control) or target performance (if performance is not calculable or less than half the performance cycle has elapsed), and the participant will receive a prorated payout of the ~~target-level payout, prorated~~award to reflect the portion of the performance cycle worked by the ~~participant, for awards not assumed by the acquirer upon a change in control.~~participant.
Disability The participant will receive the payout, if any, that would have been payable for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.
Retirement The participant will receive the full payout, if any, that would have been payable for the performance cycle if the participant retires on or after the first anniversary of the grant date. A participant who retires before the first anniversary of the grant date will not receive a payout.
Termination Without Cause/Termination For “Good Reason”¹ The participant will receive the payout, if any, that would have been payable for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant, if the participant’s employment terminated on or after the first anniversary of the grant date. A participant whose employment is terminated before the first anniversary of grant will not receive a payout.
1 “Good reason” is as defined in a participant’s employment agreement (if any). “Cause” is defined in the Stock Incentive Plan unless a participant’s employment agreement (if any) provides it controls.

In all other cases, a participant must be employed by us on the last day of the performance cycle to remain eligible to receive an award.

Payouts in the event of death or a change in control will be paid within 30 days of the triggering event unless to do so would prompt the imposition of additional taxes under Section 409A of the Code, in which case payment will be delayed for six months and the amounts owed will accrue interest at a rate based on the 10-year Treasury bill.

Performance Incentive Bonus Plan

We make annual bonus awards under our Performance Incentive Bonus Plan. The following sets forth the effect on annual bonuses of certain triggering events occurring during a performance cycle.

Death The participant’s estate will receive the target level bonus, prorated to reflect the portion of the performance cycle worked by the participant.
Change in Control The participant will receive the target level bonus, prorated to reflect the portion of the performance cycle worked by the participant.
Disability/Retirement/ Termination Without Cause/Termination For “Good Reason”¹ The participant will receive the payout, if any, that would have been payable for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.
1 “Good reason” is as defined under the participant’s employment agreement (if any). “Cause” is as defined in the Plan unless a participant’s employment agreement (if any) provides it controls.
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In all other cases, a participant must be employed by us on the last day of the performance cycle to remain eligible to receive an award.

The bonus, in the event of death or a change in control, will be paid within 30 days of the triggering event unless to do so would prompt the imposition of additional taxes under Section 409A of the Code, in which case payment will be delayed for six months and the amounts owed will accrue interest at a rate based on the 10-year Treasury bill.

~~PVH CORP. 2021 PROXY STATEMENT~~   |   71
~~Executive Compensation Tables~~ ~~Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table~~
Long-Term Incentive Plan

We have a Long-Term Incentive Plan under which we can grant performance-based long-term incentive awards. Payouts under this plan are typically made in cash. There were no awards made under this plan that were outstanding at any time during 2021. The following sets forth the effect on Long-Term Incentive Plan awards ~~(including GRIP awards)~~ of certain triggering events occurring during a performance cycle.

Death The participant’s estate will receive the target level payout, prorated to reflect the portion of the performance cycle worked by the participant.
Change in Control The award will be deemed time-based and will be payable at the target level of performance upon the earlier of the participant’s termination of employment (other than for cause or without good reason (as defined in the participant’s employment agreement, if any)) or the scheduled end of the performance cycle ~~(i.e.~~(i.e., double trigger).
Disability The participant will receive the payout, if any, that would have been payable for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.
Retirement/Termination Without Cause/Termination For “Good Reason”¹ If after the first fiscal year of the performance cycle, the participant will receive the payout, if any, that would have been payable for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant. A participant who is terminated during the first fiscal year will not receive a payout.
1 “Good reason” is as defined under the participant’s employment agreement (if any). “Cause” is as defined in the Plan unless a participant’s employment agreement (if any) provides it controls.

In all other cases, a participant must be employed by us on the last day of the performance cycle to remain eligible to receive an award.

The payout, in the event of death or a change in control, will be paid within 30 days of the triggering event unless to do so would prompt the imposition of additional taxes under Section 409A of the Code, in which case payment will be delayed for six months and the amounts owed will accrue interest at a rate based on the 10-year Treasury bill.

72PVH Corp.  |2022 Proxy Statement  /  ~~PVH CORP. 2021 PROXY STATEMENT~~74

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Outstanding Equity At Fiscal Year-End
Option Awards¹ Stock Awards
Name Date of Grant     Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested²
(#) Market Value
of Shares or
Units of Stock
That Have Not
Vested³
($) Equity
Incentive
Plans Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested⁴
(#) Equity
Incentive
Plans Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested³
($)
Stefan Larsson 6/3/2019 26,750 26,750 87.72 6/3/2029
4/14/2020 14,400 43,200 47.96 4/14/2030
9/10/2020 4,425 13,275 67.05 9/10/2030
4/5/2021 0 33,200 104.30 4/5/2031
6/3/2019 8,550 795,492
4/14/2020 13,809 1,284,789
9/10/2020 8,766 815,589
4/5/2021 23,012 2,141,036
6/3/2019 ⁵ 8,171 760,230
4/29/2020 ⁶ 35,140 3,269,426
9/10/2020 ⁷ 13,072 1,216,219
5/3/2021 ⁸ 45,876 4,268,303
James W. Holmes 4/5/2012 1,800 0 91.88 4/5/2022
5/1/2013 1,400 0 115.05 5/1/2023
4/3/2014 1,300 0 124.53 4/3/2024
4/2/2015 1,500 0 107.47 4/2/2025
10/1/2015 1,000 0 99.94 10/1/2025
4/1/2016 3,800 0 99.39 4/1/2026
4/6/2018 559 52,009
4/5/2019 1,376 128,023
4/14/2020 2,064 192,035
9/10/2020 2,439 226,925
4/5/2021 5,756 535,538
4/5/2021 3,356 312,242
Michael A. Shaffer 4/29/2019 ⁹ 1,787 166,262
4/29/2020 ⁶ 4,197 390,489
9/10/2020 ⁷ 2,695 250,743
Patricia Donnelly 4/5/2021 0 13,500 104.30 4/5/2031
4/5/2021 27,905 2,596,281
4/5/2021 6,236 580,197
5/3/2021 ⁸ 4,728 439,893
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~~EXECUTIVE COMPENSATION TABLES~~ ~~OUTSTANDING EQUITY AT FISCAL YEAR-END~~
~~OUTSTANDING EQUITY AT FISCAL YEAR-END~~
Option Awards¹ Stock Awards

Name Date of
Grant Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or Units
of Stock That
Have Not Vested²
(#) Market Value of
Shares or Units
of Stock That
Have Not Vested³
($) Equity Incentive Plans
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#) Equity Incentive
Plans Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested³
($)
EMANUEL 4/5/2012 46,300 0 91.88 4/5/2022
CHIRICO 5/1/2013 50,000 0 115.05 5/1/2023
4/3/2014 46,200 0 124.53 4/3/2024
4/2/2015 53,600 0 107.47 4/2/2025
4/1/2016 69,900 0 99.39 4/1/2026
4/7/2017 51,075 17,025 101.90 4/7/2027
4/23/2018 19,500 19,500 160.26 4/23/2028
4/5/2019 12,300 36,900 127.26 4/5/2029
4/14/2020 0 49,200 47.96 4/14/2030
9/10/2020 0 35,100 67.05 9/10/2030
4/7/2017 4,339 369,943
4/23/2018 8,948 762,906
4/5/2019 16,904 1,441,235
4/14/2020 22,539 1,921,675
9/10/2020 26,653 2,272,435
4/23/2018⁴ 16,022 1,366,036
4/29/2019⁵ 19,627 1,673,398
4/29/2020⁷ 78,506 6,693,422
9/10/2020⁹ 82,972 7,074,193

MICHAEL 4/2/2015 3,500 0 107.47 4/2/2025
A. SHAFFER 4/30/2015 1,250 0 103.35 4/30/2025
4/7/2017 0 4,625 101.90 4/7/2027
4/6/2018 8,000 8,000 156.73 4/6/2028
4/5/2019 4,925 14,775 127.26 4/5/2029
4/14/2020 0 19,700 47.96 4/14/2030
9/10/2020 0 14,100 67.05 9/10/2030
4/7/2017 1,841 156,964
4/6/2018 2,554 217,754
4/5/2019 4,716 402,086
6/3/2019 51,300 4,373,838
4/14/2020 6,288 536,115
9/10/2020 7,436 633,993
4/23/2018⁴ 1,781 151,848
4/29/2019⁵ 2,210 188,425
4/29/2020⁷ 8,838 753,528
9/10/2020⁹ 7,644 651,727

STEFAN 6/3/2019 13,375 40,125 87.72 6/3/2029
LARSSON 4/14/2020 0 57,600 47.96 4/14/2030
9/10/2020 0 17,700 67.05 9/10/2030
6/3/2019 12,825 1,093,460
4/14/2020 18,412 1,569,807
9/10/2020 11,688 996,519
6/3/2019⁶ 16,342 1,393,319
4/29/2020⁷ 35,140 2,996,036
9/10/2020⁹ 13,072 1,114,519

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~~EXECUTIVE COMPENSATION TABLES~~ ~~OUTSTANDING EQUITY AT FISCAL YEAR-END~~
Option Awards¹ Stock Awards
Name Date of
Grant Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or Units
of Stock That
Have Not Vested²
(#) Market Value of
Shares or Units
of Stock That
Have Not Vested³
($) Equity Incentive Plans
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#) Equity Incentive
Plans Awards:
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested³
($)
CHERYL 4/1/2016 950 0 99.39 4/1/2026
ABEL-HODGES 7/1/2019 3,800 11,400 95.26 7/1/2029
4/14/2020 0 14,600 47.96 4/14/2030
9/10/2020 0 10,400 67.05 9/10/2030
4/7/2017 737 62,837
4/6/2018 1,278 108,962
4/5/2019 2,358 201,043
7/1/2019 1,052 89,694
4/14/2020 4,660 397,312
9/10/2020 5,508 469,612
7/1/2019⁶ 1,756 149,717
4/29/2020⁷ 6,110 520,939
9/10/2020⁹ 5,284 450,514

MARTIJN 4/28/2015 625 0 103.24 4/28/2025
HAGMAN 4/1/2016 1,450 0 99.39 4/1/2026
6/15/2020 0 8,600 50.17 6/15/2030
9/10/2020 0 5,900 67.05 9/10/2030
4/7/2017 553 47,149
4/6/2018 958 81,679
4/5/2019 1,770 150,910
7/1/2019 10,500 895,230
4/14/2020 2,360 201,214
6/15/2020 396 33,763
8/3/2020 24,376 2,078,298
9/10/2020 �� 3,236 275,901
6/15/2020⁸ 2,946 251,176
9/10/2020⁹ 2,708 230,884

Option Awards¹ Stock Awards
Name Date of Grant Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) Option
Exercise
Price
($) Option
Expiration
Date Number of
Shares or
Units of
Stock That
Have Not
Vested²
(#) Market Value
of Shares or
Units of Stock
That Have Not
Vested³
($) Equity
Incentive
Plans Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested⁴
(#) Equity
Incentive
Plans Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested³
($)
Martijn Hagman 4/28/2015 625 0 103.24 4/28/2025
4/1/2016 1,450 0 99.39 4/1/2026
6/15/2020 2,150 6,450 50.17 6/15/2030
9/10/2020 1,475 4,425 67.05 9/10/2030
4/5/2021 0 10,400 104.30 4/5/2031
4/6/2018 479 44,566
4/5/2019 1,180 109,787
7/1/2019 7,875 732,690
4/14/2020 1,770 164,681
6/15/2020 297 27,633
8/3/2020 18,282 1,700,957
9/10/2020 2,427 225,808
4/5/2021 4,796 446,220
6/15/2020 ¹⁰ 2,946 274,096
9/10/2020 ⁷ 2,708 251,952
5/3/2021 ⁸ 3,678 342,201
Julie A. Fuller 4/5/2021 0 10,400 104.30 4/5/2031
10/1/2020 5,364 499,067
10/1/2020 8,612 801,260
4/5/2021 4,796 446,220
5/3/2021 ⁸ 3,153 293,355
Cheryl Abel-Hodges 7/1/2019 0 7,600 95.26 7/1/2029
4/14/2020 0 10,950 47.96 4/14/2030
9/10/2020 0 7,800 67.05 9/10/2030
4/5/2021 0 12,300 104.30 4/5/2031
4/6/2018 639 59,453
4/5/2019 1,572 146,259
7/1/2019 789 73,409
4/14/2020 3,495 325,175
9/10/2020 4,131 384,348
4/5/2021 5,684 528,839
7/1/2019 ⁵ 1,756 163,378
4/29/2020 ⁶ 6,110 568,474
9/10/2020 ⁷ 5,284 491,623

1 ~~These awards consist of stock~~Stock options ~~that~~ vest in four equal installments on each of the first four anniversaries of the grant date.
2 These awards consist of RSUs. Awards vest in four equal installments on each of the first four anniversaries of the grant date, except for the ~~award~~awards granted to (1) Mr. ~~Shaffer~~Holmes in ~~June 2019,~~April 2021 (5,756 RSUs), of which ~~vests 10%~~25% vested on ~~each of~~ the first ~~and second~~ anniversary of the grant date, ~~15%~~25% vests on ~~each~~the second anniversary and 50% vests on the third; (2) Ms. Donnelly in April 2021 (27,905 RSUs), of which approximately 62% vested on the ~~third and fourth~~first anniversary of the grant date, ~~and 50%~~approximately 27% vests on the ~~fifth~~second anniversary, and approximately 11% vests on the third; (3) Ms. Fuller in October 2020 (8,612 RSUs outstanding), of which approximately 52% vested on the first anniversary of the grant ~~date;~~date, approximately 33% vests on the second anniversary, and ~~(2)~~approximately 15% vests on the third; and (4) Mr. Hagman in August 2020, of which ~~vests~~ 25% vested on ~~each of~~ the first ~~and second~~ anniversary of the grant date, 25% vests on the second anniversary and 50% vests on the third anniversary of the grant date. Awards granted to Messrs. Chirico and Shaffer in 2017 are also subject to the requirement that we achieve a specific level of adjusted net incomefor any one of the fiscal years during the performance cycle before they vest. The required level was achieved for all applicable awards as of January 31, 2021.
third.
3 The market value of unvested RSUs and unvested PSUs was calculated by multiplying the number of units by ~~$85.26,~~$93.04, the closing ~~stock~~ price of our common stock on January ~~29, 2021,~~28, 2022, the last business day of ~~2020.~~
2021.
4 All awards are PSUs. The number of shares assumes service for the entire three-year performance cycle, except with respect to Mr. Shaffer. The awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. As such, Mr. Shaffer’s shares have been prorated to reflect the actual number of days he was employed during the applicable performance cycles.
PVH Corp.  2022 Proxy Statement  /  76
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5 These awards ~~consist~~will vest in June 2022 if the performance criteria are satisfied. The table shows the number of ~~PSU~~shares at threshold level, as the estimated payout as of the end of 2021 was below threshold. See discussion on page 55.
6 These awards ~~that~~will vest in April 2023 if the performance criteria are satisfied. The table shows the number of shares at maximum level, as the estimated payout as of the end of 2021 was between target and maximum. See discussion on page 55.
7 These awards will vest in September 2023 if the performance criteria are satisfied. The above table shows the number of shares at maximum level, as the estimated payout as of the end of 2021 was between target and maximum. See discussion on page 55.
8 The portion of the awards tied to the one-year EBIT measure will vest, and the portion tied to the three-year TSR will vest if the relative TSR performance criteria are satisfied, in each case in May 2024. The table shows (1) the corporate EBIT portion of the awards at maximum level, as the performance period has ended and maximum-level performance was achieved, and (2) the relative TSR portion of the awards at target level, as the estimated payout as of the end of 2021 was between threshold and target. See discussion on pages 53-55.
9 These awards would have vested in April ~~2021~~2022 if the performance criteria were satisfied. The above table shows the number of shares at threshold level, as the estimated payout as of the end of ~~2020~~2021 was below ~~threshold-level performance.~~threshold. As certified on May ~~3, 2021,~~2, 2022, the performance criteria were not satisfied and, therefore, no shares were earned.
510 These awards consist of PSU awards that will vest in April 2022 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at threshold level, as the estimated payout as of the end of 2020 was below threshold-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. ~~See~~ ~~discussion on page 71.~~
6 These awards consist of PSU awards that will vest in June 2022 if the performance criteria are satisfied. The above table shows the number of shares at target level for Mr. Larsson, as the estimated payout as of the end of 2020 was between threshold- and target-level performance. The above table shows the number of shares at threshold level for Ms. Abel-Hodges, as the estimated payout as of the end of 2020 was below threshold-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. ~~See~~ ~~discussion on page 71.~~
7 These awards consist of PSU awards that will vest in April 2023 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at maximum level, as the estimated payout as of the end of 2020 was at maximum-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. ~~See~~ ~~discussion on page 71.~~
8 ~~These awards consist of PSU awards that~~ will vest in June 2023 if the performance criteria are satisfied. The above table shows the number of shares at maximum level, as the estimated payout as of the end of ~~2020~~2021 was at maximum-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle.maximum. Seediscussion on page ~~71.~~
9 These awards consist of PSU awards that will vest in September 2023 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at maximum level, as the estimated payout as of the end of 2020 was at maximum-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. ~~See~~ ~~discussion on page 71.~~55.

74Option Exercises And Stock Vested   |   ~~PVH CORP. 2021 PROXY STATEMENT~~

~~EXECUTIVE COMPENSATION TABLES~~ ~~OPTION EXERCISES AND STOCK VESTED~~
~~OPTION EXERCISES AND STOCK VESTED~~
Option Awards Stock Awards
Name Number of Shares
Acquired on Exercise (#) Value Realized
on Exercise¹ ($) Number of Shares
Acquired on Vesting (#) Value Realized
on Vesting² ($)
EMANUEL CHIRICO 0 0 21,163 912,825
MICHAEL A. SHAFFER 23,325 164,070 12,277 560,586
STEFAN LARSSON 0 0 4,275 235,168
CHERYL ABEL-HODGES 0 0 2,540 96,507
MARTIJN HAGMAN 0 0 1,905 72,381
Option Awards Stock Awards
Name Number of
Shares Acquired
on Exercise
(#) Value
Realized on
Exercise¹
($) Number of
Shares
Acquired on
Vesting
(#) Value
Realized on
Vesting²
($)
Stefan Larsson 0 0 11,800 1,287,577
James W. Holmes 0 0 3,485 368,661
Michael A. Shaffer 17,825 588,908 13,821 1,489,004
Patricia Donnelly 0 0 0 0
Martijn Hagman 0 0 11,839 1,285,892
Julie A. Fuller 0 0 11,147 1,183,588
Cheryl Abel-Hodges 14,800 532,934 4,967 529,054

1 The value realized on exercise equals the ~~stock~~ price of our common stock on the date of exercise less the exercise price, multiplied by the number of shares acquired upon exercise.
2 The value realized on vesting equals the ~~stock~~ price of our common stock on the date of vesting multiplied by the number of shares vested.

PVH Corp.  2022 Proxy Statement  /  77
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~~PENSION BENEFITS~~
Pension Benefits

Name Plan name Number of Years
Credited Service
(#) Present Value of
Accumulated Benefit¹
($) Payments During
Last Fiscal Year
($)
EMANUEL CHIRICO Pension Plan² 26.0833 1,146,667 0
Supplemental Pension Plan² 26.0833 15,554,570 0
Capital Accumulation Program³ 10.0000 2,014,073 0

MICHAEL A. SHAFFER Pension Plan² 29.5000 1,002,846 0
Supplemental Pension Plan² 29.5000 4,269,375 0

STEFAN LARSSON Pension Plan² 0.5833 19,734 0
Supplemental Pension Plan² 0.5833 191,255 0

CHERYL ABEL-HODGES Pension Plan² 13.0833 558,414 0
Supplemental Pension Plan² 13.0833 1,820,741 0

MARTIJN HAGMAN Pension Plan² N/A N/A N/A
Supplemental Pension Plan² N/A N/A N/A

Name Plan name Number of
Years Credited Service
(#) Present Value of
Accumulated Benefit¹
($) Payments During
Last Fiscal Year
($)
Stefan Larsson Pension Plan² 1.5833 52,272 0
Supplemental Pension Plan² 1.5833 359,354 0
James W. Holmes Pension Plan² 25.3333 638,146 0
Supplemental Pension Plan² 25.3333 999,765 0
Michael A. Shaffer Pension Plan² 30.1667 1,030,305 0
Supplemental Pension Plan² 30.1667 5,630,058 117,913
Patricia Donnelly Pension Plan² N/A N/A N/A
Supplemental Pension Plan² N/A N/A N/A
Martijn Hagman Pension Plan N/A N/A N/A
Supplemental Pension Plan N/A N/A N/A
Julie A. Fuller Pension Plan² 0.3333 11,693 0
Supplemental Pension Plan² 0.3333 34,632 0
Cheryl Abel-Hodges Pension Plan² 14.0833 595,325 0
Supplemental Pension Plan² 14.0833 2,083,430 0

1 ~~Please see~~ See Note 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended January ~~31, 2021~~30, 2022 for the assumptions used in calculating the present value of the accumulated benefit. The present value of the accumulated benefit for Mr. Chirico for the capital accumulation program was calculated using settlement rates based on the 10-year Treasury bill rates currently applicable under his agreement.
2 Pension and Supplemental Pension Plan credited service and actuarial values are calculated as of January ~~31, 2021,~~30, 2022, which is the pension plan measurement date that we use for financial statement reporting purposes. Retirement age is the plan’s “normal” retirement age or the earliest time when a participant may retire without an age-based reduction. The present values as of January ~~31, 2021~~30, 2022 are calculated based on the following assumptions: (i) for annuity payments in the qualified plan, the ~~PRI-2012~~PRl-2012 mortality table, and the ~~MP-2020~~MP-2021 mortality improvement projection scale, as published by the Society of ~~Actuaries;~~Actuaries, (ii) a ~~3.04%~~3.31% discount ~~rate;~~rate, (iii) form of payment in the qualified plan ~~for males~~ as follows: ~~50%~~70% assumed to elect a lump sum; ~~30%~~15% assumed to elect a life ~~annuity; 10%~~annuity, 7.5% assumed to elect a 50% joint and survivor, and ~~10%~~7.5% assumed to elect a 100% joint and ~~survivor; for females, 50% assumed to elect a lump sum, 42.5% assumed to elect a life~~survivor annuity, ~~5% assumed to elect a 50% joint and survivor; and 2.5% assumed to elect 100% joint and survivor;~~ and (iv) SPP lump sum values based on the assumptions prescribed under the Pension Protection Act of 2006 (these include the ~~newly~~ mandated unisex mortality table specified by IRS Notice 2017-60, based on the RP-2014 table, with projected mortality improvements, and December ~~2020~~2021 segment rates of ~~0.51%~~1.16% for payments expected to be made for the first five years, ~~2.26%~~2.72% for payments between five and 20 years, and ~~3.01%~~3.10% for payments projected to be made after 20 ~~years).~~
3 Capital accumulation program credited service relates to the number of full years of vesting credit accrued by Mr. Chirico based on the effective date of his underlying agreement. The benefit is fully vested after 10 years. ~~Retirement age is the program’s “normal” retirement age or the earliest time when a participant may retire without an age-based reduction.~~

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.|  2022 Proxy Statement  /  7578

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~~EXECUTIVE COMPENSATION TABLES~~ ~~DEFINED BENEFIT PLANS~~
~~DEFINED BENEFIT PLANS~~
Defined Benefit Plans

Pension Plan

Our Pension Plan is a qualified defined benefit plan. ~~The Pension Plan is open to~~Our U.S.-based associates hired on or before December 31, 2021 are eligible to participate in the Plan, with a few ~~exceptions. For example, associates~~exceptions:
Associates are not eligible to participate in the Plan if they are
— members of a collective bargaining unit, ~~that has not negotiated participation, they are~~
— independent contractors or consultants,
— non-resident aliens or ~~they are~~
— covered by another Company-provided pension plan.
Salaried associates are eligible to participate beginning on the first day of the calendar quarter after they have completed one year of service in which they worked at least 1,000 hours. Hourly associates are eligible to participate beginning on the first day of the calendar quarter after they have completed three months of service, if it is anticipated they will work at least 1,000 hours in the year.
The Plan is closed to U.S.-based associates hired or rehired after December 31, 2021.

The benefits under the Pension Plan generally are based on a participant’s career average compensation, excluding relocation pay, sign-on bonus, stay bonus, clothing allowance, Long-Term Incentive Plan pay and education expenses. Pre-2000 benefits for current salaried associates are based on pre-2000 last five years’ average compensation, unless the participant’s career average compensation is greater than the last five years’ average.

The participant’s prior service benefit and future service benefit are added together to determine the total retirement benefit. The prior service benefit is calculated by taking 1.00% of the past service compensation, plus 0.50% of the past service compensation over the Social Security average breakpoint (dollar amount determined by the year in which the participant reaches Social Security Normal Retirement Age), multiplied by the prior benefit service at December 31, 1999. The future service benefit is calculated by taking 1.00% of each year’s future service compensation, plus 0.50% of each year’s future service compensation over the Social Security-covered compensation breakpoint for each year of benefit service, assuming that the total benefit service (including prior service) does not exceed 35 years.

Benefits under the Pension Plan are vested after five years of service or, if earlier, when the participant becomes totally and permanently disabled or reaches age 65. With the exception of Mr. Larsson and Mses. Fuller and Donnelly, the benefits of our U.S.-based NEOs are fully vested. Ms. Abel-Hodges has received her benefit. Mr. Shaffer’s benefit will be distributed when he elects to receive it.

~~Any~~The plan provides that any participant who would be credited with fewer than 501 hours in a plan year due to a leave associated with the birth or adoption of a child or related childcare will be credited with service for the number of hours the participant would have worked that, together with credited hours actually worked during the plan year, totals 501 hours of ~~service~~service. This is done to prevent a break in service. Participants will not incur a break in service due to any leave of absence in accordance with the provisions of the Family and Medical Leave Act of 1993 or on account of military duty, provided they return to work within the re-employment period under Federal law.

Pension benefits become payable on the first day of the month following retirement. Normal retirement ~~which~~age under the Plan is ~~normally at~~ age 65. ~~Participants who have completed five or more years of service~~Vested participants are eligible for a lump sum distribution (or an immediate annuity form of distribution) at termination, regardless of age. ~~Participants~~Vested participants who terminate employment prior to age 55 ~~and~~or have worked less than ten years are eligible for an unsubsidized early retirement benefit based on the factors in the following table:

Age at Commencement Early Retirement Factor
55 40.00%
56 43.00%
57 46.00%
58 50.00%
59 55.00%
60 60.00%
61 66.00%
62 73.00%
63 81.00%
64 90.00%
65 100.00%

76PVH Corp.  |2022 Proxy Statement  /  ~~PVH CORP. 2021 PROXY STATEMENT~~79

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~~EXECUTIVE COMPENSATION TABLES~~ ~~DEFINED BENEFIT PLANS~~
We subsidize the early retirement benefit for participants who retire when they are age 55 or over and have worked more than ten years by making benefit payments in the applicable percentage shown below based on actual age and years of service.

Years of Service

Age at
Commencement 10 11 12 13 14 15 16 17 18 19 20
64 95.00% 95.15% 95.30% 95.45% 95.60% 95.75% 95.90% 96.05% 96.20% 96.35% 96.50%
63 90.00% 90.30% 90.60% 90.90% 91.20% 91.50% 91.80% 92.10% 92.40% 92.70% 93.00%
62 85.00% 85.45% 85.90% 86.35% 86.80% 87.25% 87.70% 88.15% 88.60% 89.05% 89.50%
61 80.00% 80.60% 81.20% 81.80% 82.40% 83.00% 83.60% 84.20% 84.80% 85.40% 86.00%
60 75.00% 75.75% 76.50% 77.25% 78.00% 78.75% 79.50% 80.25% 81.00% 81.75% 82.50%
59 70.00% 70.90% 71.80% 72.70% 73.60% 74.50% 75.40% 76.30% 77.20% 78.10% 79.00%
58 65.00% 66.05% 67.10% 68.15% 69.20% 70.25% 71.30% 72.35% 73.40% 74.45% 75.50%
57 60.00% 61.20% 62.40% 63.60% 64.80% 66.00% 67.20% 68.40% 69.60% 70.80% 72.00%
56 55.00% 56.35% 57.70% 59.05% 60.40% 61.75% 63.10% 64.45% 65.80% 67.15% 68.50%
55 50.00% 51.50% 53.00% 54.50% 56.00% 57.50% 59.00% 60.50% 62.00% 63.50% 65.00%

Years of Service

Age at
Commencement 21 22 23 24 25 26 27 28 29 30
64 96.65% 96.80% 96.95% 97.10% 97.25% 97.40% 97.55% 97.70% 97.85% 98.00%
63 93.30% 93.60% 93.90% 94.20% 94.50% 94.80% 95.10% 95.40% 95.70% 96.00%
62 89.95% 90.40% 90.85% 91.30% 91.75% 92.20% 92.65% 93.10% 93.55% 94.00%
61 86.60% 87.20% 87.80% 88.40% 89.00% 89.60% 90.20% 90.80% 91.40% 92.00%
60 83.25% 84.00% 84.75% 85.50% 86.25% 87.00% 87.75% 88.50% 89.25% 90.00%
59 79.90% 80.80% 81.70% 82.60% 83.50% 84.40% 85.30% 86.20% 87.10% 88.00%
58 76.55% 77.60% 78.65% 79.70% 80.75% 81.80% 82.85% 83.90% 84.95% 86.00%
57 73.20% 74.40% 75.60% 76.80% 78.00% 79.20% 80.40% 81.60% 82.80% 84.00%
56 69.85% 71.20% 72.55% 73.90% 75.25% 76.60% 77.95% 79.30% 80.65% 82.00%
55 66.50% 68.00% 69.50% 71.00% 72.50% 74.00% 75.50% 77.00% 78.50% 80.00%

~~All~~None of our actively employed U.S.-based NEOs ~~with~~as of the ~~exception~~date of ~~Mr. Larsson,~~this proxy are eligible for subsidized early retirement benefits. Ms. Abel-Hodges received her benefit at the applicable subsidized rate. Mr. Shaffer is eligible to receive his benefit at a subsidized rate.

Benefits under the Pension Plan become payable on the first of the month following retirement, normally at age 65, absent any election by a participant to commence the payment of benefits at a different time. Benefits are payable inon one of the ~~following ways:~~bases described below.

Life-only ~~annuity.~~ annuity
A participant who is not married or married less than 12 months when payments begin and who does not elect an optional payment method will receive the full amount of the benefit in equal monthly installments for life. Payments begin on the first of the month following the retirement date. After death, no additional payments are made.

50% joint & survivor ~~annuity.~~ annuity
A participant who is married for at least 12 months when payments begin will receive the benefit as a 50% Joint & Survivor Annuity absent an election by the participant (and spousal consent) for an optional payment form. Under this option, a participant will receive a reduced monthly benefit for life. Thereafter, the participant’s spouse receives a benefit equal to 50% of the monthly benefit the participant was receiving. If the spouse dies before the participant but after the participant begins receiving payments, the participant will continue to receive the same benefit amount for life and no additional payments are made after death. The participant’s age at the date benefits commence, the beneficiary’s age and the percentage elected to continue after death affect the amount of the benefit received during the participant’s lifetime.

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100% (or 75% or ~~66⅔~~66²/₃%) joint & survivor ~~annuity.~~ annuity
A participant will receive a reduced lifetime benefit under this option. The participant names a beneficiary and chooses the percentage of the benefit to continue to that individual after the participant’s death. After death, the beneficiary receives the percentage of benefit elected (100%, 75% or ~~66⅔~~66²/₃%) for life. The participant’s age at the date benefits commence, the beneficiary’s age and the percentage elected to continue after death affect the amount of the benefit received during the participant’s lifetime.

~~PVH CORP. 2021 PROXY STATEMENT~~   |   77
~~EXECUTIVE COMPENSATION TABLES~~ ~~DEFINED BENEFIT PLANS~~
Life & period certain ~~annuity.~~ annuity
A participant will receive a reduced lifetime benefit in equal monthly installments with payments guaranteed for at least the period of time elected (between one and 15 years) under this option. Payments continue for the rest of the participant’s life even if he or she lives longer than the period of time elected. However, if the participant receives less than the minimum number of payments before death, the same monthly benefit continues to the beneficiary until the combined total number of installment payments are made.

Full refund ~~annuity.~~ annuity
A participant will receive a reduced benefit for life, payable in equal monthly installments, under this option. If the participant dies before receiving the full guaranteed single lump sum value of his or her benefit, determined at the date of retirement, the balance will be paid to the participant’s beneficiary in a single lump sum payment. In addition, payments will continue to be paid for the rest of the participant’s life, even if the guaranteed lump sum value is exceeded.

Social Security ~~equalization.~~ equalization
This option allows a participant who retires early to receive an increased monthly payment from the Pension Plan until the participant is eligible for Social Security benefits. After Social Security benefits begin, the monthly payment from the Pension Plan is reduced. This option does not provide any survivor benefits and, therefore, no benefit is payable after death.

Lump ~~Sum Payments.~~ sum payments
A participant may elect to receive their retirement benefit in a single lump sum calculated to be the actuarial equivalent value of the life-only annuity they would receive at age 65 or a deferred retirement date. If qualified for early retirement, the lump sum will be equal to the actuarial equivalent value of the life-only annuity, determined after application of the Early Retirement Factors described above, or the lump sum value of the age-65 pension, if greater.

Supplemental Pension Plan

Our Supplemental Pension Plan is a non-qualified defined benefit plan. Certain U.S.-based management and highly paid associates hired on or before December 31, 2021 who are participants in our qualified Pension Plan, including our U.S.-based Named Executive Officers, are eligible for benefits under our Supplemental Pension Plan. ~~This plan~~The Supplemental Pension Plan was closed to associates hired or rehired after December 31, 2021.
Ms. Donnelly became eligible to participate in the Supplemental Pension Plan on April 1, 2022. Mr. Shaffer has received his benefit distribution. Ms. Abel-Hodges’ benefit will be distributed pursuant to her election.
The Supplemental Pension Plan was created to provide deferred compensation to highly compensated individuals in an effort to promote continuity of management and increased incentive and personal interest in the welfare of ~~PVH~~the Company on the part of those who are or may become primarily responsible for shaping and carrying out our long-range plans and securing our continued growth and financial success.

Our Supplemental Pension Plan is designed to work in conjunction with our Pension Plan. The pension benefit outlined in our Pension Plan is calculated as if there were no compensation limits under the Code. The maximum benefit allowable is paid out under the Pension Plan and the balance is paid out under the Supplemental Pension Plan.

A participant in our Supplemental Pension Plan will not have any vested interest in such portion of any benefit that accrues on or after January 1, 2007, unless the sum of the participant’s attained age and credited vesting years equals or exceeds 65 and, while employed by us, the participant has reached age 50 and has completed at least ten credited vesting years. Five credited vesting years is required for any benefit that accrues prior to January 1, 2007.

As part of the enrollment process, a participant may elect for benefits to be paid following termination in one of the following four ways:

◾• in a lump sum within 60 days of termination of employment;
◾• in a lump sum deferred until January 1 of the year following termination of employment;
◾• in five equal annual installments commencing in January of the year following termination of employment; or
PVH Corp.  2022 Proxy Statement  /  81

◾Back to Contents ~~in ten equal annual installments commencing in January of the year following termination of employment (applicable for benefit accruals beginning January 1, 2019).~~
in ten equal annual installments commencing in January of the year following termination of employment (applicable for benefit accruals beginning January 1, 2019).

Participants may change their benefit payment elections any time up to one year before the then-scheduled distribution date. In addition, for benefits that accrue on or after January 1, 2005, the new election must extend the commencement date of the benefit payment by at least five years from the then-scheduled distribution date.

Benefits under our Supplemental Pension Plan are unsecured and generally are payable from our general assets. Payments will be delayed if and to the extent that payment within six months of the termination of employment would result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed pursuant to Section 409A will accrue interest during the deferral period at a rate per annum equal to the 10-year Treasury bill rate in effect on the first business day of the plan year in which the ~~delayed payment~~deferral begins, and, if the deferral period ~~commences.~~
78   |   ~~PVH CORP. 2021 PROXY STATEMENT~~
~~EXECUTIVE COMPENSATION TABLES~~ ~~NON-QUALIFIED DEFERRED COMPENSATION~~
~~Capital Accumulation Program~~
~~Our capital accumulation program is a non-qualified defined benefit program that was created to retain a select group of senior executives. Under~~extends beyond the program, participants are party to individual agreements under which participants who remain in our employ for a period of ten years from the date of their agreement are entitled to receive payments equaling a specified benefit after the termination of their employment. The benefit vests over a five-year period, commencing on the fifth anniversaryclose of the ~~execution~~plan year, the interest rate for the remainder of the ~~agreement. Interest accrues on the benefit amount once it is fully vested and the participant has reached age 55. Interest is compounded annually and is~~deferral period will equal ~~to the average of~~ the 10-year Treasury bill rate on the first business day of ~~each month until payment commences. The vested portion of~~ the ~~benefit (including any accrued interest) generally is paid in semi-monthly installments over a 10-year period commencing after the participant reaches age 65.~~following plan year.

The agreements provide that if a participant’s employment is terminated following a change in control (as defined), the full undiscounted value of the future payments to be made to the participant under the program become immediately payable in a lump sum. The benefits under the agreements are forfeited upon a termination of a participant’s employment for cause. Each participant’s rights are subject to non-competition and non-disclosure restrictions that automatically terminate upon a change in control of PVH.
Mr. Chirico is the only NEO who is party to an agreement with us under the capital accumulation program; it provides for a benefit of $2,000,000. Payments will be delayed if and to the extent that payment within six months of the termination of employment would result in the imposition of additional taxes on Mr. Chirico pursuant to Section 409A of the Code. Payments delayed pursuant to Section 409A will accrue interest during the deferral period at a rate per annum, equal to the average of the 10-year Treasury bill rate in effect on the first day of each calendar month during the delay period.
~~NON-QUALIFIED DEFERRED COMPENSATION~~
Non-Qualified Deferred Compensation

Our sole non-qualified defined contribution deferred compensation plan is our Supplemental Savings Plan.

Name Executive
Contributions in
Last Fiscal Year¹
($) Registrant
Contributions in
Last Fiscal Year¹
($) Aggregate
Earnings in
Last Fiscal Year²
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last Fiscal Year³
($)
EMANUEL CHIRICO 194,425 97,213 145,825 — 8,401,668
MICHAEL A. SHAFFER 89,882 42,214 48,422 — 2,816,312
STEFAN LARSSON — — — — —
CHERYL ABEL-HODGES 356,875 42,088 38,966 — 2,359,646
MARTIJN HAGMAN N/A N/A N/A N/A N/A
Name Executive
Contributions
in Last Fiscal Year¹
($) Registrant
Contributions in
Last Fiscal Year¹
($) Aggregate
Earnings in Last
Fiscal Year²
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last Fiscal
Year³
($)
Stefan Larsson — — — — —
James W. Holmes 37,348 18,674 10,491 -— 705,135
Michael A. Shaffer 87,343 50,950 28,430 235,830 2,747,205
Patricia Donnelly — — �� — —
Martijn Hagman N/A N/A N/A N/A N/A
Julie A. Fuller — — — — —
Cheryl Abel-Hodges 455,000 55,475 26,613 — 2,896,734

1 Amounts are reported in the Summary Compensation Table for ~~2020.~~
2021.
2 Amounts are not reported in the Summary Compensation Table.
3 The amounts shown include amounts that were reported in the Summary Compensation Table for ~~2018~~2019 and ~~2019.~~2020. The aggregate of the previously reported amounts is ~~$1,144,057 for Mr. Chirico, $574,781~~$408,168 for Mr. Shaffer, and ~~$356,259~~$755,222 for Ms. Abel-Hodges.

Supplemental Savings Plan

Our Supplemental Savings Plan (“SSP”) is a non-qualified defined contribution plan that was designed to work in conjunction with our 401(k) plan to provide key executives and certain “highly compensated associates” (as defined under the Code) sufficient pre-tax retirement savings opportunities. The plan is available to associates with a minimum base salary of ~~$150,000~~$200,000 who are eligible for and participate in our ~~AIP,~~401(k) plan, including all of our U.S.-based Named Executive Officers. Mr. Shaffer has received his benefit distribution. Ms. Abel-Hodges’ benefit will be distributed to her pursuant to her distribution election.

Participants may elect a deferral rate of up to 75% ~~(25% prior to January 1, 2019)~~ of base pay for their contributions. Deferrals are directed first to a participant’s ~~AIP~~401(k) plan account up to the maximum amount of eligible contributions and pay available under the law. SSP contributions for the year do not begin until the maximum permitted contributions have been made under ~~the~~our 401(k) plan. Eligible pay under ~~our Supplemental Savings Plan~~the SSP includes all categories of pay eligible under ~~the~~our 401(k) plan, as well as payouts under our Performance Incentive Bonus Plan. Participants may elect to defer up to 75% of bonus compensation ~~(25% for bonus based on fiscal year performance prior to 2019)~~ into their Supplemental Savings Plan accounts. For the ~~Supplemental Savings Plan,~~SSP, PVH ~~contributes an amount~~makes matching contributions equal to 100% of the first 1% of ~~total~~plan-eligible compensation contributed by a participant, and an amount equal to 50% of the next 5% of ~~total~~plan-eligible compensation contributed by the participant. ~~Prior to~~For participants hired on or after January 1, ~~2019, PVH contributed~~2022, an amount equal to ~~100%~~3.5% of compensation that is above the ~~first 2% of total compensation~~maximum pay available under the law, is automatically contributed ~~by a participant, and an amount equal~~ to ~~25% of~~associates eligible to participate, whether or not they contribute to the ~~next 4% contributed by the participant.~~SSP.

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  7982

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~~EXECUTIVE COMPENSATION TABLES~~ ~~POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS~~
~~Our Supplemental Savings Plan~~The SSP is ana nonqualified unfunded plan. ~~Participant~~For plan years prior to 2022, participant contributions and our matching contributions ~~are~~were not invested in actual securities or maintained in an independent trust for the exclusive benefit of plan participants. Instead, ~~for technical and tax reasons,~~ contributions to ~~our Supplemental Savings Plan are~~the SSP were retained as part of our general ~~assets — a common corporate practice.~~assets. Therefore, these benefits are dependent on our ability to pay them when they become due. For plan years after 2021, the Company established a rabbi trust to hold and invest contributions made for the SSP. The assets of the rabbi trust are general assets of the Company and, as such, would be subject to the claims of our creditors in the event of bankruptcy or insolvency.

Participant contributions, as well as our matching contributions, made before 2022 for ~~the~~participating NEOs, are measured against the 10-year Treasury bill. These contributions accrue interest based on the rate of return for 10-year Treasury bills, as established on ~~January 1~~the first business day of each calendar year. Participant contributions and company contributions made after 2021 may be measured against various investment options. Participants’ accounts may appreciate and/or depreciate depending upon the performance of their investment choices.
A participant’s before-tax contributions in ~~our Supplemental Savings Plan~~the SSP are immediately fully vested. Our ~~matching~~ contributions vest ~~ratably from the second through the fifth year of employment~~after two years or, if earlier, when the participant reaches age 65, dies, or becomes totally and permanently disabled.

As part of the enrollment process, participants can elect to have their vested amount under the ~~Supplemental Savings Plan~~SSP distributed following termination in one of the following four ways:

◾• in a lump sum within 30 days of termination of employment;
◾• in a lump sum deferred until January 1 of the year following termination of employment;
◾• in five equal annual installments commencing in January of the year following termination of employment; or
◾• in ten equal annual installments commencing in January of the year following termination of employment (applicable for contributions made beginning January 1, 2019).

Payments will be delayed if and to the extent that payment within six months of the termination of employment would result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. ~~Payments~~For contributions made prior to 2022, payments delayed pursuant to Section 409A will accrue interest during the deferral period at a rate per annum equal to the 10-year Treasury bill rate in effect on the first business day of the plan year in which the deferral begins, ~~or,~~and, if the deferral period extends beyond the close of the plan year, the interest rate for the remainder of the deferral period will equal the 10-year Treasury bill rate on the first business day of the following plan year. For contributions made after 2021, payments delayed pursuant to Section 409A will be measured against the investment funds elected by the participant.

PVH Corp.  2022 Proxy Statement  /  83
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~~POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS~~
Potential Payments Upon Termination and Change in Control Provisions

We maintain certain agreements, plans, and programs that require us to provide compensation to our Named Executive Officers in the event of a termination of employment or a change in control. For more information, see ~~“Narrative~~“Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table” beginning on page ~~65.~~68.

The following tables disclose the potential payments upon termination of employment or change in control with respect to each ~~NEO.~~NEO, other than Mr. Shaffer, whose employment already had terminated. The assumptions used are set forth below the last table.

Emanuel Chirico Voluntary
Termination at
January 31, 2021 Retirement at
January 31, 2021 Death at
January 31, 2021 Disability at
January 31, 2021 Termination
Without Cause or
for Good Reason at
January 31, 2021 Termination
for Cause at
January 31, 2021 Termination
Without Cause or for
Good Reason Upon
Change in Control at
January 31, 2021¹
Severance Value² $0 $0 $0 $0 $6,000,000 $0 $9,000,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Long-Term Incentive Plan⁴ N/A N/A N/A N/A N/A N/A N/A
Value of “in the money” unexercisable stock options⁵ 2,474,331 2,474,331 2,474,331 2,474,331 2,474,331 0 2,474,331
Value of unvested restricted stock units⁶ 6,768,195 6,768,195 6,768,195 6,768,195 6,768,195 0 6,768,195
Value of unvested performance share units⁷ 13,767,614 13,767,614 5,755,168 13,767,614 13,767,614 0 13,767,614
Capital accumulation program⁸ 2,014,073 2,014,073 2,116,314 2,014,073 2,014,073 0 2,386,341
Welfare benefits value⁹ 0 0 0 0 43,298 0 64,947
Payout adjustment¹⁰ 0 0 0 0 0 0 0
Total $25,024,213 $25,024,213 $17,114,008 $25,024,213 $31,067,511 $0 $34,461,428
Stefan Larsson Voluntary
Termination
at January 30,
2022 Retirement at
January 30,
2022 Death at
January 30,
2022 Disability at
January 30,
2022 Termination
Without
Cause or for
Good Reason
at January 30,
2022 Termination
for Cause at
January 30,
2022 Termination
Without Cause
or for Good
Reason Upon
Change in
Control at
January 30,
2022¹
Severance Value² $0 $0 $0 $0 $7,800,000 $0 $7,800,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Value of “in the money” unexercisable stock options⁴ 0 0 2,434,783 2,434,783 0 0 2,434,783
Value of unvested restricted stock units⁵ 0 0 5,036,906 5,036,906 0 0 5,036,906
Value of unvested performance share units⁶ 0 0 3,649,559 3,678,255 2,653,338 0 3,649,559
Welfare benefits value⁷ 0 0 0 0 43,256 0 43,256
Payout adjustment⁸ 0 0 0 0 0 0 0
Total $0 $0 $11,121,248 $11,149,944 $10,496,594 $0 $18,964,504
James W. Holmes Voluntary
Termination
at January 30,
2022 Retirement at
January 30,
2022 Death at
January 30,
2022 Disability at
January 30,
2022 Termination
Without
Cause or for
Good Reason
at January 30,
2022 Termination
for Cause at
January 30,
2022 Termination
Without Cause
or for Good
Reason Upon
Change in
Control at
January 30,
2022¹
Severance Value² $0 $0 $0 $0 $1,725,000 $0 $1,725,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Value of “in the money” unexercisable stock options⁴ 0 0 0 0 0 0 0
Value of unvested restricted stock units⁵ 0 0 1,446,772 1,446,772 0 0 1,446,772
Value of unvested performance share units⁶ N/A N/A N/A N/A N/A N/A N/A
Welfare benefits value⁷ 0 0 0 0 66,392 0 66,392
Payout adjustment⁸ 0 0 0 0 0 0 0
Total $0 $0 $1,446,772 $1,446,772 $1,791,392 $0 $3,238,164

80PVH Corp.  |2022 Proxy Statement  /  ~~PVH CORP. 2021 PROXY STATEMENT~~84

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Termination
Without
Termination Cause or for
Without Good Reason
Voluntary Cause or for Termination Upon Change
Termination Retirement at Death at Disability at Good Reason for Cause at in Control at
at January 30, January 30, January 30, January 30, at January 30, January 30, January 30,
Patricia Donnelly 2022 2022 2022 2022 2022 2022 2022¹
Severance Value² $0 $0 $0 $0 $4,000,000 $0 $4,000,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Value of “in the money” unexercisable stock options⁴ 0 0 0 0 0 0 0
Value of unvested restricted stock units⁵ 0 0 3,176,479 3,176,479 2,596,281 0 3,176,479
Value of unvested performance share units⁶ 0 0 109,270 105,619 0 0 109,270
Welfare benefits value⁷ 0 0 0 0 44,214 0 44,214
Payout adjustment⁸ 0 0 0 0 0 0 0
Total $0 $0 $3,285,749 $3,282,098 $6,640,495 $0 $7,329,963
Termination
Without
Termination Cause or for
Without Good Reason
Voluntary Cause or for Termination Upon Change
Termination Retirement at Death at Disability at Good Reason for Cause at in Control at
at January 30, January 30, January 30, January 30, at January 30, January 30, January 30,
Martijn Hagman 2022 2022 2022 2022 2022 2022 2022¹
Severance Value^2,9 $930,023 $0 $0 $567,574 $1,860,046 $0 $1,860,046
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Value of “in the money” unexercisable stock options⁴ 0 0 391,517 391,517 0 0 391,517
Value of unvested restricted stock units⁵ 0 0 3,452,342 3,452,342 0 0 3,452,342
Value of unvested performance share units⁶ 0 0 217,797 323,818 241,657 0 217,797
Welfare benefits value⁷ 0 0 0 0 0 0 0
Payout adjustment⁸ N/A N/A N/A N/A N/A N/A N/A
Total $930,023 $0 $4,061,656 $4,735,251 $2,101,703 $0 $5,921,702
PVH Corp.  2022 Proxy Statement  /  85

~~EXECUTIVE COMPENSATION TABLES~~ ~~POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS~~
Michael A. Shaffer Voluntary
Termination at
January 31, 2021 Retirement at
January 31, 2021 Death at
January 31, 2021 Disability at
January 31, 2021 Termination
Without Cause or
for Good Reason at
January 31, 2021 Termination
for Cause at
January 31, 2021 Termination
Without Cause or for
Good Reason Upon
Change in Control at
January 31, 2021¹
Severance Value² $0 $0 $0 $0 $2,137,500 $0 $2,850,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Long-Term Incentive Plan⁴ N/A N/A N/A N/A N/A N/A N/A
Value of “in the money” unexercisable stock options⁵ 0 0 991,571 991,571 0 0 991,571
Value of unvested restricted stock units⁶ 0 0 6,320,750 6,320,750 0 0 6,320,750
Value of unvested performance share units⁷ 0 0 634,914 273,493 273,493 0 634,914
Capital accumulation program⁸ N/A N/A N/A N/A N/A N/A N/A
Welfare benefits value⁹ 0 0 0 0 32,474 0 43,298
Payout adjustment¹⁰ 0 0 0 0 0 0 0
Total $0 $0 $7,947,235 $7,585,814 $2,443,467 $0 $10,840,533

Stefan Larsson Voluntary
Termination at
January 31, 2021 Retirement at
January 31, 2021 Death at
January 31, 2021 Disability at
January 31, 2021 Termination
Without Cause or
for Good Reason at
January 31, 2021 Termination
for Cause at
January 31, 2021 Termination
Without Cause or for
Good Reason Upon
Change in Control at
January 31, 2021¹
Severance Value² $0 $0 $0 $0 $4,200,000 $0 $4,200,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Long-Term Incentive Plan⁴ N/A N/A N/A N/A N/A N/A N/A
Value of “in the money” unexercisable stock options⁵ 0 0 2,470,797 2,470,797 0 0 2,470,797
Value of unvested restricted stock units⁶ 0 0 3,659,786 3,659,786 0 0 3,659,786
Value of unvested performance share units⁷ 0 0 1,260,048 1,423,440 1,423,440 0 1,260,048
Capital accumulation program⁸ N/A N/A N/A N/A N/A N/A N/A
Welfare benefits value⁹ 0 0 0 0 37,338 0 37,338
Payout adjustment¹⁰ 0 0 0 0 0 0 0
Total $0 $0 $7,390,631 $7,554,023 $5,660,778 $0 $11,627,969
~~PVH CORP. 2021 PROXY STATEMENT~~   |   81
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Termination
Without
Termination Cause or for
Without Good Reason
Voluntary Cause or for Termination Upon Change
Termination Retirement at Death at Disability at Good Reason for Cause at in Control at
at January 30, January 30, January 30, January 30, at January 30, January 30, January 30,
Julie A. Fuller 2022 2022 2022 2022 2022 2022 2022¹
Severance Value² $0 $0 $0 $0 $2,450,000 $0 $2,850,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Value of “in the money” unexercisable stock options⁴ 0 0 0 0 0 0 0
Value of unvested restricted stock units⁵ 0 0 1,746,547 1,746,547 0 0 1,746,547
Value of unvested performance share units⁶ 0 0 72,870 70,443 0 0 72,870
Welfare benefits value⁷ 0 0 0 0 43,256 0 43,256
Payout adjustment⁸ 0 0 0 0 0 0 0
Total $0 $0 $1,819,417 $1,816,990 $2,493,256 $0 $4,712,673

~~EXECUTIVE COMPENSATION TABLES~~ ~~POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS~~
Cheryl Abel-Hodges Voluntary
Termination at
January 31, 2021 Retirement at
January 31, 2021 Death at
January 31, 2021 Disability at
January 31, 2021 Termination
Without Cause or
for Good Reason at
January 31, 2021 Termination
for Cause at
January 31, 2021 Termination
Without Cause or for
Good Reason Upon
Change in Control at
January 31, 2021¹
Severance Value² $0 $0 $0 $0 $2,750,000 $0 $2,750,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Long-Term Incentive Plan⁴ N/A N/A N/A N/A N/A N/A N/A
Value of “in the money” unexercisable stock options⁵ 0 0 733,964 733,964 0 0 733,964
Value of unvested restricted stock units⁶ 0 0 1,329,459 1,329,459 0 0 1,329,459
Value of unvested performance share units⁷ 0 0 269,204 236,516 236,516 0 269,204
Capital accumulation program⁸ N/A N/A N/A N/A N/A N/A N/A
Welfare benefits value⁹ 0 0 0 0 52,218 0 52,218
Payout adjustment¹⁰ 0 0 0 0 0 0 (87,632)
Total $0 $0 $2,332,627 $2,299,939 $3,038,734 $0 $5,047,213

Martijn Hagman Voluntary
Termination at
January 31, 2021 Retirement at
January 31, 2021 Death at
January 31, 2021 Disability at
January 31, 2021 Termination
Without Cause or
for Good Reason at
January 31, 2021 Termination
for Cause at
January 31, 2021 Termination
Without Cause or for
Good Reason Upon
Change in Control at
January 31, 2021¹
Severance Value^2,11 $970,880 $0 $0 $583,494 $1,456,320 $0 $1,456,320
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Long-Term Incentive Plan⁴ N/A N/A N/A N/A N/A N/A N/A
Value of “in the money” unexercisable stock options⁵ 0 0 409,213 409,213 0 0 409,213
Value of unvested restricted stock units⁶ 0 0 3,764,144 3,764,144 0 0 3,764,144
Value of unvested performance share units⁷ 0 0 46,473 92,946 92,946 0 46,473
Capital accumulation program⁸ N/A N/A N/A N/A N/A N/A N/A
Welfare benefits value⁹ 0 0 0 0 0 0 0
Payout adjustment¹⁰ N/A N/A N/A N/A N/A N/A N/A
Total $970,880 $0 $4,219,830 $4,849,797 $1,549,266 $0 $5,676,150
Termination
Without Cause
Termination or for Good
Without Reason Upon
Voluntary Cause or for Termination Change in
Termination Retirement at Death at Disability at Good Reason for Cause at Control at
at January 30, January 30, January 30, January 30, at January 30, January 30, January 30,
Cheryl Abel-Hodges 2022 2022 2022 2022 2022 2022 2022¹
Severance Value² $0 $0 $0 $0 $3,500,000 $0 $3,500,000
Performance Incentive Bonus Plan³ 0 0 0 0 0 0 0
Value of “in the money” unexercisable stock options⁴ 0 0 696,348 696,348 0 0 696,348
Value of unvested restricted stock units⁵ 0 0 1,517,482 1,517,482 0 0 1,517,482
Value of unvested performance share units⁶ 0 0 562,156 497,595 497,595 0 562,156
Welfare benefits value⁷ 0 0 0 0 66,392 0 66,392
Payout adjustment⁸ 0 0 0 0 0 0 (321,982)
Total $0 $0 $2,775,986 $2,711,425 $4,063,987 $0 $6,020,396

1 In the event of a change in control with no termination of employment in which the equity awards are not assumed by the acquirer, the NEO would be entitled to all amounts (if any) set forth in this column, except for the amounts set forth on the rows entitled Severance value and Welfare benefits value. In the event of a change in control with no termination of employment in which equity awards are assumed by the acquirer, the NEO would not be entitled to receive any of the amounts set forth in this column.
2 Severance is calculated in accordance with the applicable NEO’s employment agreement and for termination without cause or for good reason, is equal to a multiple of the sum of the NEO’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved. ~~The target amounts included reflect the 50% reduction~~In addition to that sum, Ms. Fuller is also entitled to any outstanding amount of her sign-on cash award if her employment terminates for any reason other than death, disability, or cause within two years of a change in ~~bonus target percentages in 2020.~~control. Additionally, if Mr. Hagman voluntarily resigns, he is entitled to receive his base salary for 12 ~~months. In~~months and in the event of his disability, Mr. Hagman is entitled to receive statutory payments under Dutch law. See pages ~~68-69~~68-71 for applicable multiples and further detail. Mr. Chirico entered into a transition agreement with us, dated January 31, 2021, and effective February 1, 2021, that superseded his employment agreement. If we terminate Mr. Chirico’s employment without cause after January 31, 2021 and prior to December 31, 2021, then he will be entitled to the remaining payments of base salary under the transition agreement through December 31, 2021. ~~See~~ ~~page 68.~~
3 A participant generally must be employed by PVH on the last day of the applicable performance cycle to remain eligible to receive a bonus under our Performance Incentive Bonus Plan. Therefore, if a termination of employment or change in control had occurred on January ~~31, 2021,~~30, 2022, each NEO would have been entitled to receive his or her actual bonus and the termination event or change in control would not have triggered a payment.
4 ~~No NEOs held Long-Term Incentive Plan awards in 2020.~~
82   |   ~~PVH CORP. 2021 PROXY STATEMENT~~
~~EXECUTIVE COMPENSATION TABLES~~ ~~POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS~~
5 Represents the value of unexercisable “in the money” stock options outstanding as of January ~~31, 2021,~~30, 2022, the vesting of which would accelerate upon death, disability, a change in control or retirement. In addition, if Mr. Chirico had terminated for any reason other than death or for cause, such termination would have been treated as his retirement. Therefore, Mr. Chirico’s unexercised stock options would have been subject to accelerated vesting under voluntary termination and termination without cause or for good reason. The value is equal to the difference between the closing price of our common stock on January ~~29, 2021,~~28, 2022, the last business day of ~~2020,~~2021, and the per share exercise price of each stock option that would become exercisable, multiplied by the number of shares of our common stock receivable upon exercise.
PVH Corp.  2022 Proxy Statement  /  86

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65 Represents the value of unvested restricted stock units as of January ~~31, 2021,~~30, 2022, the vesting of which would accelerate upon death, disability, a termination of employment without cause or for good reason after a change in control, or retirement. In addition, ~~if Mr. Chirico had terminated~~ for ~~any reason other than death or for cause, such termination~~Ms. Donnelly, the unvested portion of her sign-on RSU award would ~~have been treated as his retirement. Therefore, Mr. Chirico’s unvested RSU awards would have been subject to accelerated vesting under voluntary termination and~~accelerate upon termination without cause or for good reason. ~~See pages 65-69 for details of the employment agreements.~~ The value is equal to the closing price of our common stock on January ~~29, 2021,~~28, 2022, the last business day of ~~2020,~~2021, multiplied by the number of shares of our common stock receivable upon vesting.
76 Represents the payout levels (discussed below) of the unvested PSUs as of January ~~31, 2021~~30, 2022 multiplied by the closing price of our common stock on January ~~29, 2021,~~28, 2022, the last business day of ~~2020.~~2021. In the event of death or a change in control, the amounts are shown based on the amounts that would otherwise have been payable for the performance cycle if the target level of performance had been achieved, with the exception of the portion of the 2021 awards tied to the one-year EBIT measure. For such awards, the performance period has ended and maximum-level performance was achieved. As such, the amounts are shown based on actual performance. In the event of retirement, disability or termination without cause or for good reason, the amounts are shown based on actual performance as of January ~~31, 2021,~~30, 2022, as the actual performance for the entire performance period was not known as of January ~~31, 2021.~~30, 2022. In the event of death, disability, change in control or termination without cause or for good reason ~~and change~~for PSU awards granted in ~~control,~~2019 or 2020, the amounts payable in respect of the PSU awards granted during ~~2018,~~ 2019, April 2020, ~~and~~ September 2020 and 2021 are prorated ~~92%~~approximately 90%, ~~58%~~60%, ~~25%~~45% and ~~13%,~~25% respectively, representing the portion of the relevant performance cycle actually worked by our NEOs as of January ~~31, 2021.~~30, 2022. In addition, if Mr. Chirico had terminated for any reason other than death or for cause, such termination would have been treated as his retirement. Therefore, Mr. Chirico’s unvested PSU awards would have been subject to accelerated vesting under voluntary termination andthe event of a termination without cause or for good ~~reason.~~reason, no amounts are reflected for the PSU awards granted in 2021, as a participant whose employment is terminated before the first anniversary of grant will not receive a payout.
8 Mr. Chirico is the only Named Executive Officer who is party to an agreement with us under our capital accumulation program. See discussion on page 79. All benefits, other than the payment to be made in connection with a change in control, are paid monthly over a 10-year period. The payout shown includes the interest that Mr. Chirico would receive on the vested portion of his benefit for the period. Interest is assumed to begin accruing on the date (May 8, 2012) that he turned 55 and continues to accrue until payment. Interest is assumed to accrue at the average 10-year Treasury bill rate applicable under his agreement. The total value shown of the 120 payments is discounted to a present value using a rate of 3.04%.
The capital accumulation program agreements do not specifically provide for payment upon retirement or disability. The amounts shown in the retirement and disability columns represent the amounts payable, if any, upon voluntary termination of employment.
We do not have any obligation to make payments to Mr. Chirico in the event employment terminates for cause. The amounts shown in the Termination Without Cause or for Good Reason Upon Change in Control column represent a lump sum payment for the full benefit.
Payments will be delayed if and to the extent payment within six months of the termination of employment would result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed pursuant to Section 409A will accrue interest during the deferral period at a rate per annum, equal to the average of the 10-year Treasury bill rate in effect on the first day of each calendar month during the delay period.
97 The amounts shown represent the cost of welfare benefits, including medical, dental, life and disability coverage, that our NEOs would have received under their employment agreements if their employment had been terminated without cause or for good reason on January ~~31, 2021.~~30, 2022. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for two years for Mr. Chirico, Mr. Larsson and Ms. Abel-Hodges and one and one half years for Mr. Shaffer, other than if the termination occurred within two years after a change in control. Those benefits would continue for three years for Mr. Chirico and two years for Ms. Abel-Hodges and Messrs. Shaffer and Larsson, if the termination occurred within two years after a change in control.years.
108 If any of our U.S.-based NEOs would become subject to the Federal excise tax on excess parachute payments under Section 4999 of the Code because of the amount of the ~~executive’s~~ termination payments ~~under~~following a change in control, then such termination payments will be reduced as necessary to maximize each NEO’s respective after-tax termination payout. It is projected that only Ms. Abel-Hodges would have had such a payment reduction if a termination upon a change in control had occurred on January ~~31, 2021.~~30, 2022.
119 Potential severance payments upon termination for Mr. Hagman have been translated at the euro-to-U.S. dollar exchange rate of ~~1.2136,~~1.1138, which was the closing rate on January ~~29, 2021,~~28, 2022, the last business day of ~~2020.~~2021.

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  8387

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CEO Pay Ratio~~Methodology~~
~~CEO Pay Ratio~~

We are required to provide the ratio for the annual total compensation paid to Mr. ~~Chirico,~~Larsson, the Chief Executive Officer in ~~2020,~~2021, to the annual total compensation of our median associate, excluding Mr. ~~Chirico’s~~Larsson’s compensation. SEC rules permit us to use the same median associate identified in our pay ratio disclosure ~~for 2019,~~in 2021, subject to certain exceptions. In our case, the median associate had a significant change in circumstance and, as a result, we determined that it is not appropriate to use the same associate for this year’s disclosure. We did not otherwise have a significant change in our associate population or compensation arrangements.

We selected November ~~5, 2020~~1, 2021 as the determination date for identifying our median associate. As of that date, we had ~~34,855~~32,081 associates, with ~~14,001~~10,557 associates based in the United States and ~~20,854~~21,524 associates located outside of the United States. Of these associates, approximately ~~25%~~26% worked in or were assigned to offices, approximately 67% worked in retail stores and approximately 8%7% worked in warehousing and distribution facilities. Approximately ~~42%~~37% of our workforce is part-time. Our use of seasonal workers is not significant to our overall ~~population and was particularly limited in 2020 as a result of the COVID-19 pandemic.~~population. We do not use a significant number of temporary associates.

~~METHODOLOGY~~Methodology

The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our associates, as well as to determine the annual total compensation of the median associate for purposes of this disclosure, were as follows:

◾• We identified the median associate by using the actual earnings of our full-time, part-time, seasonal and temporary associates, which consisted of cash compensation, as compiled from our payroll records.
◾• We measured associate earnings using the one-year period ended October 31, ~~2020.~~2021.
◾• Compensation paid in foreign currencies was converted to U.S. dollars using the foreign exchange rate monthly average for ~~December 2020.~~November 2021.
•
◾ ~~The pay ratio disclosure~~As permitted under SEC rules, ~~provide a~~ ~~de minimis~~ ~~exemption that allows for the exclusion of non-U.S.~~we excluded all 519 associates ~~constituting~~in Brazil, 10 associates in Ethiopia, 154 associates in New Zealand, 399 associates in Poland, and 522 associates in Russia who were employed on November 1, 2021 and collectively constituted less than 5% of our total associate ~~population from the calculation.~~
• ~~Specifically, we excluded all 533 associates in Brazil, 439 associates in Poland, 425 associates in Russia and 336 associates in Turkey who were employed on November 5, 2020.~~populations.
• After ~~applying this exemption, 14,001~~giving effect to the exclusion, 10,557 associates in the United States and ~~19,121~~19,920 outside of the United States were considered to identify the median associate.

~~CALCULATION~~Calculation

We determined that our median associate was a ~~full-time,~~part-time, hourly retail store sales associate who works in ~~Woodbury, New York, United States.~~Sunrise, FL. The ~~2020~~2021 annual total compensation for our median associate was ~~$22,337.~~$17,839.21. The retail store where the median associate worked in Woodbury, NY was closed for the period March 17, 2020 through June 7, 2020 due to the COVID-19 pandemic. The median associate continued to receive compensation although that individual did not provide any services for the period March 16, 2020 through April 12, 2020. The median associate was subsequently on unpaid furlough for the period from April 13, 2020 to June 7, 2020 and did not receive any compensation from the company but was eligible to receive unemployment benefits from the government during this period; the median associate was, however, on the company’s medical plan and the company did pay the employer and employee costs for this medical benefit during this period of unpaid furlough. The 20202021 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was ~~$16,408,935. Mr. Chirico did not receive any salary for the period from April 16, 2020 to July 15, 2020.~~$14,714,208. The estimated ratio of our CEO’s annual total compensation to our median associate’s total compensation for fiscal year ~~2020~~2021 is ~~735~~826 to 1.

84PVH Corp.  |2022 Proxy Statement  /  ~~PVH CORP. 2021 PROXY STATEMENT~~88

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Equity Compensation Plan Information
~~Equity Compensation Plan Information~~

The following table provides information as of January ~~31, 2021~~30, 2022, with respect to shares of our common stock that may be issued under our ~~existing~~Stock Incentive Plan, our sole equity compensation plan, ~~— our Stock Incentive Plan. The plan~~which was approved by our ~~stockholders and we~~stockholders. We have no equity compensation plans that were not approved by our stockholders.

Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights Weighted average
exercise price of
outstanding options,
warrants and rights Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in Column (a))
Name (a) (b) (c)
Equity Compensation Plans Approved by Security Holders 2,971,502¹ $40.41² 4,819,434
Equity Compensation Plans Not Approved by Security Holders – – –
Total 2,971,502 $40.41 4,819,434
Number of Weighted Number of securities
securities to average remaining available for
be issued upon exercise price future issuance under
exercise of of outstanding equity compensation plans
outstanding options, options, warrants (excluding securities
warrants, and rights and rights reflected in Column (a))
Name (a) (b) (c)
Equity Compensation Plans Approved by Security Holders 2,321,906¹ $ 38.18² 4,313,568
Equity Compensation Plans Not Approved by Security Holders — — —
Total 2,321,906 $ 38.18 4,313,568
1 Consists of (a) ~~1,470,253~~1,175,752 shares of common stock underlying restricted stock units, (b) ~~473,569~~457,783 shares of common stock underlying performance share units and (c) ~~1,027,680~~688,371 shares of common stock underlying stock options.
2 The weighted average exercise price does not take into account performance shares, but does include restricted stock units. Excluding the restricted stock units, which have no exercise price, the weighted average exercise price is ~~$98.23.~~$103.40.

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  8589

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~~PROPOSAL~~Proposal 3

Ratification of the Appointment of Auditor

As a matter of good corporate governance, the Board of Directors is asking stockholders to ratify the selection of the independent auditor even though such ratification is not required. If our stockholders disapprove of the selection, the Board will ask the Audit & Risk Management Committee to reconsider the selection for the fiscal year ending ~~January 29, 2023,~~February 4, 2024, as it would be impracticable to replace our auditors so late in our current fiscal year.

The Audit & Risk Management Committee is directly responsible for the appointment, compensation and oversight of the work of the independent auditor. The Committee has selected Ernst & Young LLP ~~independent auditors,~~ as our independent auditors for the fiscal year ending January ~~30, 2022.~~29, 2023. Ernst & Young ~~LLP~~ or one of its predecessors has served continuously as our auditors since 1938. The Committee Chair is actively involved and consults with other members of the Committee regarding the appointment of Ernst & ~~Young LLP’s~~Young’s lead engagement partner. The Committee and the Board believe the continued retention of Ernst & Young ~~LLP~~ to serve as our auditors is in the best interests of PVH and our stockholders.

We expect representatives of Ernst & Young ~~LLP~~ to attend the meeting. Those individuals will have the opportunity to make a statement if they wish and will be available to respond to appropriate questions from stockholders.

The Board of Directors recommends a vote FOR the ratification of the appointment of the auditors.
Proxies received in response to this solicitation will be voted FOR the election of all 11 nominees unless the stockholder specifies otherwise.

~~Proxies received in response~~Fees Paid to ~~this solicitation will be voted FOR the ratification of the appointment of the auditors unless otherwise specified in a proxy.~~
~~FEES PAID TO AUDITORS~~Auditors

The following table sets forth the aggregate fees billed by Ernst & Young LLP, the member firms of Ernst & Young LLP, and their respective affiliates for professional services rendered to us for the audit of our annual financial statements for the fiscal years ended January 30, 2022 and January 31, 2021, ~~and February 2, 2020,~~ for the reviews of the financial statements included in our Quarterly Reports on Form 10-Q for those fiscal years, and for other services rendered on our behalf during those fiscal years. All of such fees were pre-approved by the Audit & Risk Management Committee.

2020 2019
($) ($)
Audit Fees¹ 7,426,000 7,007,000
Audit-Related Fees² 340,000 148,000
Tax Fees³ 2,991,000 2,982,000
All Other Fees — —
2021
($) 2020
($)
Audit Fees¹ 7,055,000 7,426,000
Audit-Related Fees² 160,000 340,000
Tax Fees³ 2,965,000 2,991,000
All Other Fees — —
1 Consists of fees for professional services performed for the audit of our annual financial statements, the audit of internal control over financial reporting in conjunction with the audit of our annual consolidated financial statements, and reviews of financial statements included in our Quarterly Reports on Form 10-Q. Audit fees also include services that are normally provided in connection with statutory filing requirements.
2 Includes fees that are related to accounting consultations concerning financial accounting and reporting standards and certain attestation services related to financial reporting.
3 Includes fees for services to assist us in the preparation of our tax returns and for the provision of tax advice. Such fees include tax compliance fees of $541,000 in 2021 and $1,092,000 in ~~2020 and $653,000 in 2019.~~2020.

The Audit & Risk Management Committee’s charter requires it to pre-approve at its meetings all audit and non-audit services provided by our outside auditors. The charter permits the Committee to delegate to any one or more of its members the authority to grant such pre-approvals. Any such delegation of authority may be subject to any rules or limitations the members deem appropriate. A member’s decision to pre-approve any services using such delegated authority must be presented to the full Committee at its next meeting.

86PVH Corp.  |2022 Proxy Statement  /  ~~PVH CORP. 2021 PROXY STATEMENT~~90

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Audit Committee Report
~~Audit Committee Report~~

PVH management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors audit the financial statements and express an opinion on the financial statements based on their audit. The Audit & Risk Management Committee is directly responsible for the appointment, compensation and oversight of the independent auditors, and reviews PVH’s financial reporting process on behalf of the Board of Directors.

The Audit & Risk Management Committee, in evaluating and selecting the independent auditors, considers, among other things, external data on the audit quality of the audit firm, including recent Public Company Accounting Oversight Board (“PCAOB”) reports; the audit firm’s industry experience, capabilities, and approach in handling the breadth and complexity of PVH’s global operations; the quality and consistency of the audit firm’s personnel and communication; the appropriateness of the audit firm’s fees; and the independence and objectivity of the audit firm.

As part of its oversight of PVH’s financial statements and reporting process, the Committee has met and held discussions with management, internal auditing staff and Ernst & Young LLP, the independent auditors. Management represented to the Committee that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Committee concerning independence, and has discussed with the independent auditors the auditors’ independence from PVH and PVH management. The Committee also has considered whether the independent auditors’ provision of non-audit services to PVH is compatible with the auditors’ independence.

The Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. It meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the evaluations of PVH’s internal controls, and the overall quality of PVH’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board ~~the inclusion of~~that the audited consolidated financial statements be included in PVH’s Annual Report on Form 10-K for the year ended January ~~31, 2021,~~30, 2022, as filed with the SEC. The Committee also has recommended stockholder ratification of the selection of the independent auditors.

The members of the Committee reviewed and met with management and the independent auditors on a quarterly basis to discuss PVH’s earnings releases and, as applicable, PVH’s Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. The Committee also reviews and meets, when needed, in conjunction with earnings guidance issued other than in quarterly earnings releases.

Audit & Risk Management Committee
Edward R. Rosenfeld, Chair

V. James Marino

Amy McPherson

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  8791

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Security Ownership of Certain Beneficial Owners and Management
5% Stockholders
~~Security Ownership of Certain Beneficial Owners and Management~~
~~5% STOCKHOLDERS~~

The following table presents certain information with respect to the persons who are known by us to be the beneficial owners of more than five percent of our common stock as of the record date for the meeting.

The persons listed below have advised us that they have sole voting and investment power with respect to the shares listed as owned by them, except as otherwise indicated.

Name and Address of Beneficial Owner Amount Beneficially Owned Percent of Class
FMR LLC¹ 10,490,281 14.7
245 Summer Street
Boston, MA 02210
THE VANGUARD GROUP² 7,401,846 10.4
100 Vanguard Blvd.
Malvern, PA 19355
PZENA INVESTMENT MANAGEMENT, LLC³ 7,375,531 10.3
320 Park Avenue, 8th Floor
New York, NY 10022
WELLINGTON MANAGEMENT GROUP LLP⁴ 5,824,256 8.2
280 Congress Street
Boston, MA 02210
BLACKROCK, INC.⁵ 3,991,748 5.6
55 East 52nd Street
New York, NY 10055
Name and Address of Beneficial Owner Amount Beneficially Owned Percent of Class
FMR LLC¹
245 Summer Street
Boston, MA 02210 10,264,989 15.2
PZENA Investment Management, LLC²
320 Park Avenue, 8th Floor
New York, NY 10022 7,775,831 11.5
The Vanguard Group³
100 Vanguard Blvd.
Malvern, PA 19355 7,758,229 11.5
Blackrock, Inc.⁴
55 East 52nd Street
New York, NY 10055 4,478,514 6.6
Wellington Management Group LLP⁵
280 Congress Street
Boston, MA 02210 3,909,192 5.8
1 FMR LLC, a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)G)(G), is the beneficial owner of ~~10,490,281~~10,264,989 shares of our common stock, including ~~634,982~~1,297,013 shares with respect to which it has sole voting power and as to all ~~10,490,281~~10,264,989 of which it has sole dispositive power. Abigail P. Johnson, a Director, the Chairman and the Chief Executive Officer of FMR LLC, has the sole power to dispose of these ~~10,490,281~~10,264,989 shares. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (the “Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The above ownership reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”). The following entities own shares included in the above ownership: FIAM LLC, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940; Fidelity Institutional Asset Management Trust Company, a bank as defined in Section 3(a)(6) of the Exchange Act; FMR Co. LLC, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940; Fidelity Management Trust Company, a bank as defined in Section 3(a)(6) of the Exchange Act; and Strategic Advisers, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The above ownership does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with SEC Release No. 34-39538 (January 12, 1998). Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, ~~2020,~~2021, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by FMR LLC on February ~~8, 2021,~~9, 2022, with the SEC.
2 Pzena Investment Management, LLC (“Pzena”), an investment adviser registered under section 203 of the Investment Advisers Act, may be deemed to be the beneficial owner of 7,775,831 shares of our common stock, including 6,564,888 shares with respect to which it has sole voting power and as to all 7,775,831 of which it has sole dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2021, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Pzena on January 19, 2022 with the SEC.
23 The Vanguard Group, Inc. (“Vanguard”), an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E), may be deemed to be the beneficial owner of ~~7,401,846~~7,758,229 shares of our common stock, including ~~95,802~~93,423 shares with respect to which it has shared voting power, ~~7,148,777~~7,518,104 shares of which it has sole dispositive power and ~~253,069~~240,125 shares of which it has shared dispositive power. These amounts include the beneficial ownership by the following wholly-owned subsidiaries of Vanguard: Vanguard Asset Management, Limited; Vanguard Fiduciary Trust Company; Vanguard Global Advisors, LLC; Vanguard Group (Ireland) Limited; Vanguard Investments Australia Ltd; Vanguard Investments Canada Inc.; Vanguard Investments Hong Kong Limited; and Vanguard Investments UK, Limited. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Vanguard on February 10, 2021, with the SEC.
88   |   ~~PVH CORP. 2021 PROXY STATEMENT~~
~~Security Ownership of Certain Beneficial Owners and Management~~ ~~5% Stockholders~~
3 Pzena Investment Management, LLC (“Pzena”), an investment adviser registered under section 203 of the Investment Advisers Act, may be deemed to be the beneficial owner of 7,375,531 shares of our common stock, including 6,576,568 shares with respect to which it has sole voting power and as to all 7,375,531 of which it has sole dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, ~~2020,~~2021, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by ~~Pzena~~Vanguard on ~~January 29,~~February 10, 2022, with the SEC.
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4 BlackRock, Inc., a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 4,478,514 shares of our common stock, including 4,119,174 shares with respect to which it has sole voting power and as to all 4,478,514 of which it has sole dispositive power. The following entities own shares included in the above ownership: BlackRock Life Limited; BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2021, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by BlackRock, Inc. on February 7, 2022, with the SEC.
45 Each of Wellington Management Group LLP (“Wellington Management”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), Wellington Group Holdings LLP (“Wellington Holdings”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), and Wellington Investment Advisors Holdings LLP (“Wellington Investment”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of ~~5,824,256~~3,909,192 shares of our common stock, including ~~5,188,181~~3,263,513 shares with respect to which it has shared voting power and as to all ~~5,824,256~~3,909,192 of which it has shared dispositive power. Wellington Management Company LLP, an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E), may be deemed to be the beneficial owner of ~~5,502,533~~3,567,691 shares of our common stock, including ~~4,969,053~~3,053,511 shares with respect to which it has shared voting power and as to all ~~5,502,533~~3,567,691 of which it has shared dispositive power. The shares included in the above ownership are owned of record by clients of the following investment advisers (the “Wellington Investment Advisers”): Wellington Management Company LLP; Wellington Management Canada LLC; Wellington Management Singapore Pte Ltd; Wellington Management Hong Kong Ltd; Wellington Management International Ltd; Wellington Management Japan Pte Ltd; and Wellington Management Australia Pty Ltd. Wellington Investment controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment is owned by Wellington Holdings. Wellington Holdings is owned by Wellington Management. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, ~~2020,~~2021, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Wellington Management, Wellington Holdings, Wellington Investment and Wellington Management Company LLP on February 4, ~~2021, with the SEC.~~
5 BlackRock, Inc., a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 3,991,748 shares of our common stock, including 3,592,765 shares with respect to which it has sole voting power and as to all 3,991,748 of which it has sole dispositive power. The following entities own shares included in the above ownership: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; and BlackRock Fund Managers Ltd. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by BlackRock, Inc. on January 29, 2021,2022, with the SEC.

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  8993

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~~Security Ownership of Certain Beneficial Owners and Management~~
Directors, Nominees ~~for~~For Director, and Executive Officers
~~DIRECTORS, NOMINEES FOR DIRECTOR, AND EXECUTIVE OFFICERS~~

The following table presents certain information with respect to the number of shares of our common stock beneficially owned as of the record date by the following individuals:

◾• Each of our directors
◾• Each of the nominees for director
◾• Our Named Executive Officers
◾• Our directors, the nominees for director, and our executive officers, as a group

Each of the individuals named below has sole voting and investment power with respect to the shares listed as owned by him or her except as otherwise indicated below.

Amount Beneficially Owned¹ Percent of Class
CHERYL ABEL-HODGES 11,464 *
MARY BAGLIVO 15,459 *
BRENT CALLINICOS 9,710 *
GEORGE CHEEKS 0 –
EMANUEL CHIRICO 422,799 *
JOSEPH B. FULLER 25,620 *
MARTIJN HAGMAN 5,442 *
STEFAN LARSSON 49,579 *
V. JAMES MARINO 25,620 *
G. PENNY MCINTYRE 9,546 *
AMY MCPHERSON 5,853 *
HENRY NASELLA 26,820 *
ALLISON PETERSON 0 –
EDWARD R. ROSENFELD 10,710 *
CRAIG RYDIN 17,694 *
MICHAEL A. SHAFFER 43,447 *
AMANDA SOURRY 5,853 *
All Directors, Nominees For Director and Executive Officers as a Group (20 People) 706,219 1.0%
Amount Beneficially Owned¹ Percent of Class
Cheryl Abel-Hodges 951 *
Michael M. Calbert 65,700 *
Brent Callinicos 12,307 *
George Cheeks 1,521 *
Patricia Donnelly 11,868 *
Joseph B. Fuller 28,217 *
Julie A. Fuller 9,389 *
Martijn Hagman 12,398 *
James W. Holmes 13,443 *
Stefan Larsson 98,335 *
V. James Marino 28,217 *
G. Penny McIntyre 12,143 *
Amy McPherson 8,450 *
Henry Nasella 30,377 *
Allison Peterson 1,521 *
Edward R. Rosenfeld 13,307 *
Michael A. Shaffer 0 -
Amanda Sourry 8,450 *
All Directors, Nominees for Director and Executive Officers as a Group (18 People) 379,109 *

* Less than 1% of class.
1 The figures in the table are based upon information furnished to us by our directors, nominees for director, and executive officers and upon our records. The figures include the shares held for the benefit of our executive officers in a trust for the PVH Stock Fund. The PVH Stock Fund is one of the investment options under our 401(k) plan. Participants in ~~the AIP~~our 401(k) plan who make investments in the PVH Stock Fund may direct the vote of shares of common stock held for their benefit in the trust for the PVH Stock Fund.

As of the record date, the following persons have the right to cast votes equal to the following number of shares held in the trust for the PVH Stock Fund (which have been rounded to the nearest full share): ~~Emanuel Chirico, 9,742 shares; Michael A. Shaffer, 6,736~~James W. Holmes, 438 shares; and all of our directors, nominees for director and executive officers as a group, ~~17,182~~1,143 shares.

The Trustee of the trust for the PVH Stock Fund has the right to vote shares in the trust that are unvoted as of two days prior to the meeting in the same proportion as the vote by all other participants in the ~~401(k) plan~~AIP who have cast votes with respect to their investment in the Fund. The committee that administers the ~~401(k) plan~~AIP makes all decisions regarding the disposition of common stock held in the trust for the Fund, other than the limited right of a participant to receive a distribution of shares held for
PVH Corp.  2022 Proxy Statement  /  94
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his or her benefit. As such, the committee may be deemed to be a beneficial owner of the common stock held in the trust. ~~Mr. Shaffer~~Ms. Fuller and an
90   |   ~~PVH CORP. 2021 PROXY STATEMENT~~
~~Delinquent Section 16(a) Reports~~
another executive officer ~~who is not an NEO~~ are members of that committee. The figures in the table do not include shares in the trust for the Fund, other than those applicable to ~~Mr. Shaffer’s~~Ms. Fuller’s and the other executive officer’s investment in the Fund, to the extent that, as members of the committee, they may be deemed to have beneficial ownership of the shares held in the trust. There were ~~363,487~~338,591 shares of common stock (0.5% of the outstanding shares) held in the trust as of the record date.

The table also includes the following shares which each of the individuals and the group listed on the table have the right to acquire within 60 days of the record date upon the exercise of stock options granted to them: ~~Cheryl Abel-Hodges, 8,400~~Patricia Donnelly, 3,375 shares; ~~Emanuel Chirico, 400,250~~Julie A. Fuller, 2,600 shares; Martijn Hagman, ~~4,225~~10,450 shares; James W. Holmes, 9,000 shares; Stefan Larsson, ~~41,150 shares; Michael A. Shaffer, 30,275~~81,650 shares; and all of our directors, nominees for director and executive officers as a group, ~~492,900~~115,675 shares.

The table also includes the following shares of common stock that are subject to restricted stock unit awards made to the individuals and as a group, the restrictions on which will lapse within 60 days of the record date: ~~Mary Baglivo, 2,846 shares;~~ Brent Callinicos, ~~1,770~~1,521 shares; ~~Emanuel Chirico, 4,474~~George Cheeks, 1,521 shares; Martijn Hagman, 99 shares; Stefan Larsson, 4,275 shares; V. James Marino, ~~1,770~~1,521 shares; Amy McPherson, ~~1,770~~1,521 shares; ~~Craig Rydin, 16,644~~Henry Nasella, 28,217 shares; ~~Michael A. Shaffer, 5,700~~Allison Peterson, 1,521 shares; Amanda Sourry, ~~1,770~~1,521 shares; and all of our directors, nominees for director and executive officers as a group, ~~41,118~~41,717 shares.

The table also includes the following shares of common stock that are subject to time-vested restricted stock unit awards made to directors with respect to which the named directors have deferred vesting and receipt, principally until the date on which the director separates from service as a director (but in some cases to a date not within 60 days of the record date): Joseph B. Fuller, ~~25,620~~28,217 shares; G. Penny McIntyre, ~~8,546 shares; Henry Nasella, 25,620~~11,143 shares; Edward R. Rosenfeld, ~~9,710~~12,307 shares; and all of our directors, nominees for director and executive officers as a group, ~~69,496~~51,667 shares.

The table does not include the following shares of common stock that were eligible to be received after the record date as payouts of performance share unit awards for the three-year performance cycle ended on June 2, 2022 if the performance criteria were satisfied (see page 75): Stefan Larsson, 32,684 shares; and all of our directors, nominees for director and executive officers as a group, 32,684 shares. It is not likely that Mr. Larsson will receive a payout of any of these performance share unit awards.
Delinquent Section 16(a) Reports

Based upon our review of the filings furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934, and on representations from our officers and directors, all filing requirements under Section 16(a) were complied with during the fiscal year ended January 30, 2022, except as identified below. These late filings were due to administrative errors. One was filed in connection with the withholding of shares of common stock that occurred on August 3, 2021 upon the vesting of an RSU grant to Mr. Hagman. The other was filed in connection with the withholding of taxes on each of December 20, 2019, December 31, ~~2021, except for the~~2019 and December 31, 2020 in respect of RSUs granted to Mr. Chirico, when he served as our Chief Executive Officer. The taxes were due at that time because Mr. Chirico was retirement eligible. The Form 4 ~~Statement~~Statements of Changes In Beneficial Ownership ~~that was~~reflecting these transactions were filed ~~in connection with an RSU grant to Mr. Hagman~~ on ~~August 3, 2020. The late filing was due to an administrative error.~~December 23, 2021.

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  9195

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General Information ~~About the Annual Meeting~~
~~General Information~~ About the Annual Meeting

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PVH Corp. to be used at the Annual Meeting of Stockholders on Thursday, June ~~17, 2021,~~16, 2022, and at any adjournment or postponement thereof.

Our principal executive offices are located at ~~200~~285 Madison Avenue, New York, New York ~~10016-3903.~~10017.

“Green” Initiative

Pursuant to SEC rules, we are furnishing this Proxy Statement and our Annual Report on Form 10-K for our fiscal year ended January ~~31, 2021,~~30, 2022, excluding the exhibits (which we refer to as the “proxy materials”), to our stockholders via the Internet instead of mailing printed copies. This process gives our stockholders quicker access to the proxy materials, reduces the costs of printing and mailing the proxy materials, and lessens the environmental impact of our Annual Meeting. Accordingly, on or around May ~~7, 2021,~~6, 2022, we began sending to our stockholders a Notice Regarding the Availability of Proxy Materials (“Notice”). If you received a Notice, you will not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy materials online, how to request a printed set of proxy materials, and how to vote your shares.

If you received a printed copy of the Notice but would like to enroll in our electronic delivery service, you may do so at any time by going to www.proxyconsent.com/pvh and following the enrollment instructions. If you hold your shares in a bank or brokerage account, please check the information in the proxy materials provided to you by your bank or broker to determine if you can receive these documents electronically in the future.

If you receive more than one copy of the Notice at the same address (perhaps because you share that address with another stockholder), you can opt to save us the cost of mailing duplicates ~~(“householding”).~~by participating in what is known as “householding.” To ~~do that,~~opt in to householding, or if you no longer wish to participate in householding and would prefer to receive a separate Notice or set of proxy materials, please send your written request, with account information, to the Secretary of PVH at the address shown above.

Who Can Vote

Common stockholders of record at the close of business on April ~~20, 2021,~~22, 2022, the record date for the meeting, will be entitled to one vote for each share of our common stock then held. As of the record date, there were ~~71,265,958~~67,521,616 shares of common stock outstanding.
Who Can Attend

Attendance at the meeting will ~~\be~~be limited to holders of record as of the record date of our common stock or their proxies, beneficial owners, and invited guests of PVH.

How to Attend

As a result of the COVID-19 pandemic, our Annual Meeting will be “virtual” — conducted exclusively online via live webcast. We intend to return to in-person meetings in ~~2022.~~2023. You will be able during the virtual meeting to vote your shares electronically, submit questions, and view the list of stockholders entitled to vote at the meeting if you register in advance by following the directions below.

The Annual Meeting live webcast will begin promptly at 8:45 a.m., EDT, on June ~~17, 2021.~~16, 2022. Online check-in will begin promptly at 8:30 a.m., EDT, and you should allow ample time for the online check-in procedures. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.

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Stockholders of Record:Holders of record can participate in the virtual meeting by registering at www.proxydocs.com/~~pvh.~~pvh. After registering, you will receive a confirmation email and an email approximately 1one hour prior to the start of the meeting to the email address you provided during registration with a unique link to the virtual meeting.

Beneficial Owners:If you hold shares in a bank or brokerage account, you must obtain a legal proxy and a control number from your brokerage firm to attend the meeting. To access the site with a control ~~number: Visit~~ number, visit www.proxydocs.com/brokers/pvh ~~on your smartphone, tablet or computer.~~.

◾ ~~After registering using the control number, you will receive a confirmation email and an email approximately 1~~
After you register using the control number, you will receive a confirmation email and an email approximately one hour prior to the start of the meeting to the email address you provided during registration with a unique link to the virtual meeting.
92 | ~~PVH CORP. 2021 PROXY STATEMENT~~

~~General Information About the Annual Meeting~~ ~~TECHNICAL ASSISTANCE~~
Technical Assistance

If you want to confirm in advance that you are able to access the meeting, or if you experience technical difficulties during the check-in process or during the meeting, you can get technical support beginning at 9:00 a.m. CT on May ~~11, 2021,~~9, 2022, through the conclusion of the meeting by contacting EQ Shareowner Services at 1-800-469-9716.

How to Vote

By Internet and telephone:If you are a record owner, you may vote your proxy on the Internet at www.proxydocs.com/~~pvh.~~pvh. To vote by telephone in the U.S. or Canada, dial toll-free 1-866-883-3382.

By written proxy:If you are a record owner, you can mark, sign and date your proxy card and return it in the ~~postage-page~~postage-paid envelope provided. If you received a Notice or the proxy materials electronically, you may request a proxy card by following the instructions on the Notice.
At the virtual meeting: If you are a record owner, you may vote electronically during the meeting by following the instructions at www.proxydocs.com/pvh.
If you hold your shares in a bank or brokerage account, you will receive instructions on how you may vote from your bank or broker.

~~At the virtual meeting:~~ If you are a record owner, you may vote electronically during the meeting by following the instructions at www.proxydocs.com/pvh. If you hold your shares in a bank or brokerage account, you may vote electronically during the meeting by following the instructions at www.proxydocs.com/brokers/pvh.How We Will Treat Incomplete Proxies

The shares represented by any proxy solicited by the Board of Directors will be voted in accordance with the stockholder’s directions unless the proxy is revoked. If we receive a valid submitted proxy card or an electronic ballot that doesn’t include voting instructions for one or all of the proposals, we will vote the shares represented FOR each of the director nominees in Proposal 1, and FOR Proposals 2 and 3 described in this Proxy Statement.

How to Change Your Vote or Revoke Your Proxy

If you are a stockholder of record, you may revoke your proxy or change your vote before the meeting by sending a written revocation to the Secretary of PVH, or by granting a new proxy bearing a later date (which automatically revokes the earlier proxy). You may change your vote by voting online during the meeting (until the polls close) but you may not revoke a previously submitted ~~proxy.~~proxy once the meeting begins. If you intend to revoke your proxy by providing written notice to the Secretary, please send a copy of your notice via email to CorporateSecretary@pvh.com. If you are a beneficial owner and you wish to change your vote or revoke your proxy, please contact your bank, brokerage firm or other custodian, nominee, or fiduciary. Shares represented by proxies will be voted at the meeting unless revoked.
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Stockholder List

Any stockholder as of the record date who has a purpose germane to the meeting may view a complete list of stockholders entitled to vote at the meeting during the ten-day period before the meeting. To request access to the stockholder list, send an email to CorporateSecretary@pvh.com, stating the purpose of the request and providing proof of ownership of our common stock.

Our corporate offices remain closed as of the date of this Proxy Statement, but the ~~corporate secretary~~Secretary will arrange a way to make the stockholder list available for inspection. The list of stockholders can also be accessed during the meeting by following the instructions provided at www.proxydocs.com/~~pvh.~~pvh.

How to Submit Questions

Prior to the meeting, stockholders as of ~~our~~the record date may submit written questions via www.proxydocs.com/~~pvh.~~pvh. During the meeting, stockholders may submit questions in real-time by accessing the virtual meeting site at www.proxydocs.com/~~pvh.~~pvh. We will try to answer as many questions as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters, are otherwise inappropriate, or fail to comply with the meeting rules of conduct. If we receive substantially similar questions, we will group them together and provide a single response to avoid repetition.

Abstentions and Broker Non-Votes

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Banks, brokers and other nominees have discretionary voting power only with respect to the ratification of the appointment of our auditor.

Abstentions and broker non-votes will be included in the determination of the number of shares present at the meeting for quorum purposes.

Abstentions will have the same effect as negative votes for Proposals 2 and 3. Abstentions will have no effect on the election of directors.

Broker non-votes are not counted in the tabulations of the votes cast on Proposals 1 and 2 because they are not considered to be entitled to vote on those proposals. We encourage all beneficial owners to vote their shares because banks, brokers and other nominees cannot vote without instructions.
~~PVH CORP. 2021 PROXY STATEMENT~~   |   93
~~General Information About the Annual Meeting~~ ~~REQUIRED VOTE FOR EACH PROPOSAL~~

Required Vote for Each Proposal

The table below shows the voting requirement for each proposal to be presented at the Annual Meeting.

Matter       Required Vote       Broker Discretionary
Vote Allowed
Election of Directors Majority of votes cast No
Advisory Vote on Executive Compensation Majority of shares present and entitled to vote on this matter No
Ratification of Ernst & Young LLP as ~~Our~~our Independent Auditor ~~For~~for Fiscal Year ~~2021~~2022 Majority of shares present and entitled to vote on this matter Yes

Other Matters Presented at the Annual Meeting

In accordance with the requirements of advance notice described in our By-Laws, no stockholder nominations or stockholder proposals other than those included in this Proxy Statement will be presented at the Annual Meeting. The Board of Directors does not intend to present any matter of business at the meeting other than those described in this Proxy Statement. However, if other matters properly come before the meeting, the individuals named in the enclosed form of proxy will vote any proxies in accordance with their judgment.

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Stockholder Proposals for the ~~2022~~2023 Annual Meeting

If you wish to present a proposal at our ~~2022~~2023 Annual Meeting of Stockholders and want that proposal included in our Proxy Statement, we must receive the requisite information on or before January ~~7, 2022.~~6, 2023.

Director Nominations for Inclusion in ~~2022~~2023 Proxy Statement

If you wish to nominate a person for election as a director at our ~~2022~~2023 Annual Meeting of Stockholders and want the nominee included in our Proxy Statement pursuant to the proxy access provisions of our By-Laws, we must receive notice between December ~~8, 2021,~~7, 2022, and January ~~7, 2022.~~6, 2023. The notice must contain the information required by our By-Laws.

Other Stockholder Proposals

If you intend to present a proposal or nominate a person for election as a director at our ~~2022~~2023 Annual Meeting of Stockholders other than as described above, you must comply with the requirements set forth in our By-Laws. Our By-Laws require, among other things, that we receive written notice of the intent to present a proposal or nomination between the close
of business on February ~~17, 2022,~~16, 2023, and the close of business on March ~~19, 2022.~~18, 2023. The notice must contain the information required by our By-Laws.
In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 17, 2023.

Costs of this Proxy Solicitation

We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this Proxy Statement and other material that may be sent to stockholders in connection herewith.

Solicitation may be made by mail, telephone, or in-person. We may reimburse persons holding shares in their names or in the names of nominees for their expense in sending proxies and proxy materials to their principals. In addition, ~~Equiniti (US) Services LLC, which is retained by us on an annual basis,~~D.F. King & Co., Inc. will aid in the solicitation of proxies for a fee of $8,500 plus expenses.

Interests of Certain Persons in Matters to be Acted Upon

No director or executive officer of ~~the company~~PVH who has served at any time since the beginning of the ~~2020~~2021 fiscal year, and no nominee for election as a director, ~~of the company,~~ or any of their respective associates, has any substantial interest, direct or indirect, in any matter to be acted upon at the Annual Meeting other than the interests held by such persons through their respective beneficial ownership of the shares of ~~the company’s~~our capital stock set forth above in the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

Mark D. Fischer
Secretary
New York, New York

May ~~7, 2021~~6, 2022

94PVH Corp.  |2022 Proxy Statement  /  ~~PVH CORP. 2021 PROXY STATEMENT~~99

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Exhibit A
GAAP To Non-GAAP Reconciliations
(Dollars and shares in millions, except per share data)
2021
      GAAP       Adjustments⁽¹⁾       Non-GAAP       Foreign
Exchange
Impact       Constant
Currency
Revenue - Consolidated $     9,155 $ 138 $ 9,017
Tommy Hilfiger North America 1,185
Tommy Hilfiger International 3,519 65 3,454
Tommy Hilfiger 4,704 74 4,630
Calvin Klein North America 1,322
Calvin Klein International 2,339 53 2,285
Calvin Klein 3,660 60 3,600
Heritage Brands 791
Earnings Before Interest and Taxes $ 1,077 $ 94 $ 983
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp. $ 952 $ 223 $ 729
Total Shares for Diluted Net Income per Common Share 72 72
Diluted Net Income per Common Share Attributable to PVH Corp. $ 13.25 $ 10.15
2020
      GAAP       Adjustments⁽²⁾       Non-GAAP
Revenue - Consolidated $     7,133
Tommy Hilfiger North America 969
Tommy Hilfiger International 2,668
Tommy Hilfiger 3,636
Calvin Klein North America 956
Calvin Klein International 1,683
Calvin Klein 2,638
Heritage Brands 858
Loss Before Interest and Taxes $ (1,072 ) $ (1,035 ) $ (37 )
Net Loss per Common Share Calculation
Net Loss Attributable to PVH Corp. $ (1,136 ) $ (996 ) $ (140 )
Total Shares for Diluted Net Loss per Common Share 71 71
Diluted Net Loss per Common Share Attributable to PVH Corp.⁽³⁾ $ (15.96 ) $ (1.97 )
(1) Adjustments for 2021 represent the elimination of (i) the costs related to actions to reduce our workforce, primarily in international markets, and our real estate footprint; (ii) the costs related to exiting the Heritage Brands Retail business consisting of severance and other termination benefits, accelerated amortization of lease assets and contract termination and other costs; (iii) the gain recorded in connection with the sale of certain intellectual property and other assets of our Heritage Brands business that closed on the first day of the third quarter of 2021 (the “Heritage Brands transaction”), which includes a gain on the sale, less costs to sell, and a net gain on our retirement plans associated with the transaction; (iv) the costs incurred in connection with the Heritage Brands transaction, consisting of severance; (v) the recognized actuarial gain on retirement plans; (vi) the tax effects associated with the foregoing pre-tax items; and (vii) the one-time discrete tax benefits principally resulting from a tax accounting method change made in conjunction with our 2020 U.S. federal income tax return.
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~~Exhibit A~~
~~GAAP TO NON-GAAP RECONCILIATIONS~~
~~(DOLLARS AND SHARES IN MILLIONS, EXCEPT PER SHARE DATA)~~
2020
GAAP
($) Adjustments⁽¹⁾
($) Non-GAAP
($)
Revenue - Consolidated 7,133
Tommy Hilfiger 3,636
Calvin Klein 2,638
Heritage Brands 858
Loss Before Interest and Taxes (1,072) (1,035) (37)
Net Loss Per Common Share Calculation
Net Loss Attributable to PVH Corp. (1,136) (996) (140)
Total Shares for Diluted Net Loss per Common Share 71 71
Diluted Net Loss per Common Share Attributable to PVH Corp.⁽²⁾ 15.96 (1.97)
2019
GAAP Adjustments⁽³⁾ Non-GAAP
($) ($) ($)
Revenue - Consolidated 9,909
Tommy Hilfiger 4,712
Calvin Klein 3,668
Heritage Brands 1,529
Earnings Before Interest and Taxes 559 (372) 931
Net Income Per Common Share Calculation
Net Income Attributable to PVH Corp. 417 (294) 711
Total Shares for Diluted Net Income per Common Share 75 75
Diluted Net Income per Common Share Attributable to PVH Corp. 5.60 9.54
2018
GAAP Adjustments⁽⁴⁾ Non-GAAP
($) ($) ($)
REVENUE - CONSOLIDATED 9,657
Tommy Hilfiger 4,345
Calvin Klein 3,371
Heritage Brands 1,581
EARNINGS BEFORE INTEREST AND TAXES 892 (79) 971
NET INCOME PER COMMON SHARE CALCULATION
Net Income Attributable to PVH Corp. 746 �� 4 742
Total Shares for Diluted Net Income per Common Share 77 77
Diluted Net Income per Common Share Attributable to PVH Corp. 9.65 9.60
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(2) Adjustments for 2020 represent the elimination of (i) the expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the acquisition of the approximately 78% interest in Gazal Corporation Limited ~~(“Gazal”)~~ that we did not already own (the “Australia acquisition”),; (ii) the noncash impairment charges related to goodwill, tradenames, other intangible assets, and store assets, as well as an equity method investment, primarily as a result of the significant negative impacts of the COVID-19 pandemic on our business; (iii) the noncash net loss related to the sale of the Speedo North America business in April 2020 (the “Speedo transaction”) and the resulting deconsolidation of the net assets of the business; (iv) the costs in connection with the consolidation within our warehouse and distribution network in North America; (v) the costs in connection with the reduction in the North America office workforce announced in July 2020 (the “North America workforce reduction”), primarily consisting of severance; (vi) the costs ~~in connection with the planned exit from~~related to exiting the Heritage Brands Retail business ~~announced in July 2020,~~ consisting of severance, noncash asset impairments, and accelerated amortization of lease assets and other costs; (vii) the recognized actuarial gain on retirement plans; (viii) the tax effects associated with the foregoing pre-tax items; and (ix) the discrete tax expense related to the remeasurement of certain of our net deferred tax liabilities in connection with the enactment of legislation in the ~~Netherlands; and (ix) the tax effects associated with the other foregoing pre-tax items.~~Netherlands.
~~PVH CORP. 2021 PROXY STATEMENT~~   |   ~~A-1~~
2(3) Diluted net loss per common share attributable to PVH for 2020 excluded all potentially dilutive securities because there was a net loss attributable to PVH for the period and, as such, the inclusion of these securities would have been anti-dilutive.
3 Adjustments for 2019 represent the elimination of (i) the costs incurred related to the restructuring associated with the strategic changes for our Calvin Klein business announced in January 2019 (the “Calvin Klein restructuring”); (ii) the costs incurred in connection with the closure of our ~~TOMMY HILFIGER~~ flagship and anchor stores in the United States (the “TH U.S. store closures”), primarily consisting of noncash lease asset impairments; (iii) the costs incurred in connection with the refinancing of our senior credit facilities; (iv) the costs incurred related to the Australia acquisition and the acquisition of the Tommy Hilfiger retail business in Central and Southeast Asia from our previous licensee in that market (the “TH CSAP acquisition”), primarily consisting of noncash valuation adjustments; (v) the noncash gain recorded to write up our previously held equity investments in Gazal and PVH Brands Australia Pty. Limited (“PVH Australia”) to fair value in connection with the Australia acquisition; (vi) the one-time costs recorded on our equity investments in Gazal and PVH Australia prior to the Australia acquisition closing; (vii) the costs incurred in connection with the agreements to terminate early the licenses for the global Calvin Klein and Tommy Hilfiger North America socks and hosiery businesses (the “Socks and Hosiery transaction”) in order to consolidate the socks and hosiery businesses for all of our brands in North America in a newly formed joint venture and to bring in-house the international Calvin Klein socks and hosiery wholesale businesses; (viii) the expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest recognized in connection with the Australia acquisition; (ix) the noncash loss related to the Speedo transaction; (x) the recognized actuarial loss on retirement plans; (xi) the discrete tax benefit related to the write-off of deferred tax liabilities in connection with the Speedo transaction; and (xii) the tax effects associated with the other foregoing pre-tax items.
4 ~~Adjustments for 2018 represent the elimination of (i) the costs incurred related to the acquisition of the 55% interest in TH Asia, Ltd. (“TH China”), our former joint venture for~~ ~~TOMMY HILFIGER~~ in China, that we did not already own (the “TH China acquisition”), consisting of noncash amortization of short-lived assets; (ii) the costs related to the Calvin Klein restructuring; (iii) the recognized actuarial loss on retirement plans; (iv) the discrete tax benefit related to the remeasurement of certain net deferred tax liabilities in connection with the enactment of legislation in the Netherlands; (v) the discrete net tax benefit recorded in connection with the U.S. Tax Cuts and Jobs Act of 2017; and (vi) the tax effects associated with the foregoing pre-tax items.

~~A-2~~   |   Reconciliations of GAAP earnings (loss) before interest and taxes to earnings (loss) before interest and taxes on a non-GAAP basis
(Dollars in Millions)
      2021       2020
Earnings (loss) before interest and taxes $ 1,077 $ (1,072 )
Items excluded:
SG&A expenses associated with store asset impairments 75
SG&A expenses associated with the consolidation within our warehouse and distribution network in North America 7
SG&A expenses associated with actions to reduce our workforce, primarily in international markets, and our real estate footprint 48
SG&A expenses associated with the North America workforce reduction 37
SG&A expenses associated with exiting the Heritage Brands Retail business 21 29 ��
SG&A expenses associated with the Heritage Brands transaction 5
Goodwill and other intangible asset impairments 934
Special termination benefits expense associated with the North America workforce reduction (recorded in non-service related pension and postretirement income) 3
Actuarial gain on retirement plans (recorded in non-service related pension and postretirement income) (49 ) (65 )
Gain in connection with the Heritage Brands transaction (recorded in other (gain) loss, net) (119 )
Impairment of an equity method investment (recorded in equity in net income (loss) of unconsolidated affiliates) 12
Noncash net loss related to the Speedo transaction (recorded in other (gain) loss, net) 3
Earnings (loss) before interest and taxes on a non-GAAP basis $ 983 $ (37 )
PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.
  2022 Proxy Statement  /  101

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Exhibit B

NEO ~~EMPLOYMENT AGREEMENTS~~Employment Agreements

Name       Description       SEC Filing
~~EMANUEL CHIRICO~~Stefan Larsson ◾
~~Third Amended~~•  Employment Agreement
•  Salary Reduction Consent and ~~Restated~~Waiver
•  First Amendment to Employment Agreement
◾
•  Current Report on Form 8-K filed on May 22, 2019, Exhibit ~~10.2~~10.1
◾ ~~Salary Reduction Consent and Waiver~~ ◾
•  Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit ~~10.1~~
◾ ~~Transition Agreement~~
◾ 10.3
•  Current Report on Form 8-K filed on February 1, 2021, Exhibit ~~10.2~~10.1
~~MICHAEL A. SHAFFER~~James W. Holmes ◾
•  Employment Agreement
•  Salary Reduction Consent And Waiver
•  Annual Report on Form 10-K for the fiscal year ended January 30, 2022, Exhibit 10.27
•  Annual Report on Form 10-K for the fiscal year ended January 30, 2022, Exhibit 10.28
Michael A. Shaffer
•  Second Amended and Restated Employment Agreement
•  First Amendment to Second Amended and Restated Employment Agreement
•  Salary Reduction Consent and Waiver
◾
•  Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.30
◾ ~~First Amendment to Second Amended and Restated Employment Agreement~~ ◾
•  Current Report on Form 8-K filed January 28, 2011, Exhibit 10.2
◾ ~~Salary Reduction Consent and Waiver~~ ◾
•  Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.3
~~STEFAN LARSSON~~Patricia Donnelly ◾
~~Employment Agreement~~
◾
~~Current Report on Form 8-K filed on May 22, 2019, Exhibit 10.1~~
◾ ~~Salary Reduction Consent and Waiver~~ ◾ ~~Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.3~~
◾ ~~First Amendment to Employment Agreement~~ ◾ ~~Current Report on Form 8-K filed on February 1, 2021, Exhibit 10.1~~
~~CHERYL ABEL-HODGES~~ ◾
~~Employment Agreement~~
◾
~~Current Report on Form 8-K filed on February 14, 2020, Exhibit 10.1~~
◾ ~~Salary Reduction Consent and Waiver~~ ◾ ~~Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.3~~
~~MARTIJN HAGMAN~~ ◾ •  Employment Agreement ◾
•  Annual Report on Form 10-K for the fiscal year ended January 30, 2022, Exhibit 10.30
Martijn Hagman •  Employment Agreement
•  Annual Report on Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.25
Julie A. Fuller •  Employment Agreement
•  Annual Report on Form 10-K for the fiscal year ended January 30, 2022, Exhibit 10.29
Cheryl Abel-Hodges
•  Employment Agreement
•  Salary Reduction Consent and Waiver
•  Current Report on Form 8-K filed on February 14, 2020, Exhibit 10.1
•  Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.3

PVH ~~CORP. 2021 PROXY STATEMENT~~Corp.  |2022 Proxy Statement  /  ~~B-1~~102

Back to Contents

Back to Contents

Back to Contents

1	~~The meeting will be held:~~
	~~THURSDAY, JUNE 17, 2021, 8:45 AM (EDT)~~
	~~Online via live webcast~~
	~~Registered holders at:~~
	~~www.proxydocs.com/pvh~~
	~~Beneficial holders at:~~
	~~www.proxydocs.com/brokers/pvh~~

~~PURPOSE~~	~~PROPOSAL 1:~~ Vote on the election of 1211 nominees for director to serve a one-year term
2	~~PROPOSAL 2:~~ Vote on an advisory resolution to approve our executive compensation
3	~~PROPOSAL 3:~~ Vote to ratify the appointment of auditors to serve for the currentfiscal year
	~~We also will transact any other business~~ ~~that properly comes before the meeting.~~

~~HOW TO VOTE~~	~~YOUR VOTE IS IMPORTANT~~
	~~Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your~~
	~~shares in advance to ensure they are counted.~~


	~~BY INTERNET~~	~~BY PHONE~~	~~BY MAIL~~
•	In advance of ~~meeting~~meeting: www.proxydocs.com/pvh	~~In the U.S. or Canada dial~~	~~Cast your ballot, sign your~~
•	~~www.proxydocs.com/pvh~~	~~toll-free 1-866-883-3382~~	~~proxy card, and send in our~~
			~~prepaid envelope~~
	~~On live webcast~~
	During the meeting: Attend the meeting virtually
	and cast your vote electronically

~~WHO CAN ATTEND~~	◾•	Holders of record as of the record date of PVH Corp. common stock or their proxies
	◾•	Beneficial owners
	◾•	Invited guests of PVH

~~WHO CAN VOTE~~	~~Stockholders of record at the close of business on April 20, 2021~~

~~HOW TO ATTEND~~	~~As a result of the COVID-19 pandemic, our Annual Meeting will be a “virtual meeting,”~~ ~~conducted exclusively online via live webcast. We intend to return to in-person~~ ~~meetings in 2022.~~


Proposal 2: Advisory Vote on Executive Compensation	37	34

Compensation Discussion & Analysis	38
2021 Executive Compensation Program	3543
Compensation Committee Report	6062

Executive Compensation Tables	6163
Summary Compensation Table	6163
Grants of Plan-Based Awards	6467
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table	6568
Outstanding Equity at Fiscal Year-End	7375
Option Exercises and Stock Vested	7577
Pension Benefits	7578
Defined Benefit Plans	7679
Non-Qualified Deferred Compensation	7982
Potential Payments Upon Termination and Change in Control Provisions	8084

CEO Pay Ratio	8488

Equity Compensation Plan Information	8589

Proposal 3: Ratification of the Appointment of Auditor	8690

Audit Committee Report	8791

Security Ownership of Certain Beneficial Owners and Management	8892
5% Stockholders	8892
Directors, Nominees for Director, and Executive Officers	9094

Delinquent Section 16(a) Reports	9195

General Information About the Annual Meeting	9296

Exhibit ~~A — GAAP~~A-GAAP to Non-GAAP Reconciliations	~~A-1~~100

Exhibit ~~B — NEO~~B-NEO Employment Agreements	~~B-1~~102

~~The meeting will be held:~~	~~RECORD DATE~~	~~April 20, 2021~~
~~THURSDAY, JUNE 17, 2021~~	~~VOTING~~	◾•	Stockholders as of the record date are entitled to vote.
~~8:45 AM (EDT)~~		◾•	Each share of our common stock is entitled to one vote.
~~Online via live webcast at:~~	~~ADMISSION~~	◾	~~Attendance at the meeting will be limited to holders of record of~~
~~www.proxydocs.com/pvh~~			~~our common stock as of the record date or their proxies, beneficial~~
			~~owners and invited guests of PVH. For additional information on how~~
			~~to attend the virtual meeting, please see the “General Information~~
			~~About the Annual Meeting” on page 92.~~

☒Payment of Filing Fee (Check all boxes that apply):
	No fee required.

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~

	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~

	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

•	In just this year, diversity among the director nominees increased to 45% from 42%, the average age of independent director nominees dropped to 57.9 from 58.5, the average tenure of independent director nominees decreased to 8.1 years from 9.1, and the percentage of independent nominees increased to 91% from 83%, in each case as compared to at the time we provided the Notice for the 2021 Annual Meeting.
•	We appointed Mr. Nasella as our first independent non-executive Chair. Mr. Calbert is expected to succeed Mr. Nasella in that role, continuing Board leadership under an independent, non-executive director.
•	Working under the guidance of our Global Inclusion & Diversity Council, we launched nine global commitments spanning Workplace, Marketplace and Community to deliver the greatest impact for our associates, our consumers, and our communities.
•	We received 100% on The Human Rights Campaign’s 2022 Corporate Equality Index for the sixth year in a row for our corporate policies and practices related to LGBTQIA+ workplace equality.
•	We signed the International Accord for Health and Safety in the Textile and Garment Industry, reinforcing our commitment to Bangladesh, strengthening health and safety standards across the supply chain, and extending the Accord’s reach to countries beyond Bangladesh.
•	Our brands led bold campaigns, collaborations and actions to forward our mission of creating a more inclusive fashion industry, such as the 2021 TOMMY HILFIGER Fashion Frontier Challenge, which supports BIPOC entrepreneurs to make the fashion landscape more inclusive, and the CK Neutrals underwear campaign, which celebrated inclusivity and diversity for all women.

~~Notice of 2021 Annual Meeting of Stockholders~~Proxy Summary	ii3
~~Proxy Summary~~	1
Proposal 1: Election of Directors	811

Corporate Governance	18	16
Independence	1618
Leadership Structure of the Board	1618
Risk Oversight	1719
Board, Committee and Director Evaluations	1921
Board Refreshment	2022
Stockholder Engagement	2225
Director Resignation Policy	2225
Director On-Boarding	2326
Ongoing Director Education	2326
Management Succession Planning	2326
Committees	27
Meetings	29
Executive Sessions	29
CEO Evaluation	29
Transactions with Related Persons	30
Governing Documents	30
How to Contact the Board	24
~~Committees~~30	24
~~Meetings~~	26
~~Executive Sessions~~	26
~~CEO Evaluation~~	26
~~Transactions with Related Persons~~	27
~~Governing Documents~~	27
Values, Governance, Human Capital Resources and Corporate Responsibility	2831
Political and Lobbying Activities	3033

Director Compensation	3134
Annual Retainers	3134
Stock Ownership Guidelines	3234
~~2020~~2021 Compensation	3235

Voting Matters		Board’s	~~For more~~
	~~recommendation~~	~~information~~
Recommendation			For more information
~~PROPOSAL~~Proposal 1	Election of Directors		FOR each	~~Page 8~~
director nominee		~~Director nominee~~	Page 11

~~PROPOSAL~~Proposal 2	Advisory vote on executive compensation		FOR		Page 3437

~~PROPOSAL~~Proposal 3	Ratification of Ernst & Young LLP as our independent auditor for fiscal year 2022		FOR		Page 86
	~~fiscal year 2021~~
			90

					Current Committee Memberships				Meeting
									Meeting
								Nominating,	Attendance
		Director		Other Public				Governance &	(% of Board
		Since		Company	Audit & Risk		Corporate	Management	and Committee
Director	Age	Tenure	Principal Occupation	Boards	Management	Compensation	Responsibility	Development	Meetings)

BRENT CALLINICOS	55	2014 7	Former Chief Operating and	1
BRENT CALLINICOS	55	2014 7	Chief Financial Officer, Virgin
			Hyperloop One; Former				n		100
			Chief Financial Officer, Uber
			Technologies, Inc.
GEORGE CHEEKS	56	2021 < 1	President and Chief Executive	0			n		N/A
GEORGE CHEEKS	56	2021 < 1	Officer, CBS Entertainment Group				n		N/A
EMANUEL CHIRICO	63	2005 16	Chairman, PVH Corp.	2					100
JOSEPH B. FULLER	64	1991 30	Professor of Management	0
JOSEPH B. FULLER	64	1991 30	Practice in Business
			Administration, Harvard					n	100
			Business School; Visiting					n	100
			Fellow, American Enterprise
			Institute; Founder, Joseph
			Fuller LLC
STEFAN LARSSON	46	2021 < 1	Chief Executive Officer,	0					N/A
STEFAN LARSSON	46	2021 < 1	PVH Corp.						N/A
V. JAMES MARINO	70	2007 14	Retired Chief Executive Officer,	0	n				100
V. JAMES MARINO	70	2007 14	Alberto-Culver Company		n				100
G. PENNY McINTYRE	59	2015 6	Former Chief Executive Officer,	0			n		100
G. PENNY McINTYRE	59	2015 6	Sunrise Senior Living, LLC				n		100
AMY McPHERSON	59	2017 4	Principal investor and	1
AMY McPHERSON	59	2017 4	consultant to a children-
			focused media business;		n			n	100
			Retired President and Former		n			n	100
			Managing Director, Europe,
			Marriott International, Inc.
HENRY NASELLA	74	2003 18	Presiding Director, PVH Corp.;	0		n		n	100
HENRY NASELLA	74	2003 18	Partner and Co-Founder, LNK Partners			n		n	100
ALLISON PETERSON	46	2021 < 1	Chief Customer Officer, Best	0		n			100
ALLISON PETERSON	46	2021 < 1	Buy Co., Inc.			n			100
EDWARD R. ROSENFELD	45	2014 7	Chief Executive Officer,	1	n				100
EDWARD R. ROSENFELD	45	2014 7	Steven Madden, Ltd.		n				100
AMANDA SOURRY (Judith Amanda Sourry Knox)	57	2016 4	Former President, Unilever	1		n		n	100
AMANDA SOURRY (Judith Amanda Sourry Knox)	57	2016 4	North America			n		n	100

Number of meetings in 2020 (The Board held 10 meetings)					9	14	5	7

		Michael M. Calbert Chairman of the Board of Dollar General Corporation Age: 59 Director since (tenure): 2022 (<1) Other public company boards: 2 Committees: Compensation; Nominating, Governance & Management Development % Board and committee meetings attended: N/A				Stefan Larsson Chief Executive Officer, PVH Corp. Age: 47 Director since (tenure): 2021 (1) Other public company boards: 0 Committee: None % Board and committee meetings attended: 100

		Brent Callinicos Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc. Age: 56 Director since (tenure): 2014 (8) Other public company boards: 1 Committee: Corporate Responsibility % Board and committee meetings attended: 90				V. James Marino Retired Chief Executive Officer, Alberto-Culver Company Age: 71 Director since (tenure): 2007 (15) Other public company boards: 0 Committee: Audit & Risk Management % Board and committee meetings attended: 100

		George Cheeks President and Chief Executive Officer, CBS Entertainment Group Age: 57 Director since (tenure): 2021 (1) Other public company boards: 0 Committee: Corporate Responsibility % Board and committee meetings attended: 90				G. Penny McIntyre Former Chief Executive Officer, Sunrise Senior Living, LLC Age: 60 Director since (tenure): 2015 (7) Other public company boards: 0 Committee: Corporate Responsibility (Chair) % Board and committee meetings attended: 100

		Joseph B. Fuller Professor of Management Practice in Business Administration, Harvard Business School; Visiting Fellow, American Enterprise Institute; Founder, Joseph Fuller LLC Age: 65 Director since (tenure): 1991 (31) Other public company boards: 0 Committee: Nominating, Governance & Management Development (Chair) % Board and committee meetings attended: 100				Amy McPherson Principal investor and consultant to a children-focused media business; Retired President and Former Managing Director, Europe, Marriott International, Inc. Age: 60 Director since (tenure): 2017 (5) Other public company boards: 1 Committees: Audit & Risk Management; Nominating, Governance & Management Development % Board and committee meetings attended: 100

		Allison Peterson Chief Customer Officer, Best Buy Co., Inc. Age: 47 Director since (tenure): 2021 (1) Other public company boards: 0 Committee: Compensation % Board and committee meetings attended: 100

		Edward R. Rosenfeld Chief Executive Officer, Steven Madden, Ltd. Age: 46 Director since (tenure): 2014 (8) Other public company boards: 1 Committee: Audit & Risk Management (Chair) % Board and committee meetings attended: 100

		Amanda Sourry (Judith Amanda Sourry Knox) Former President, Unilever North America Age: 58 Director since (tenure): 2016 (5) Other public company boards: 1 Committees: Compensation (Chair); Nominating, Governance & Management Development % Board and committee meetings attended: 100

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~

	~~(1)~~	~~Amount previously paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

Number of meetings in 2021:

Board	6

Audit & Risk Management	9

Compensation	8

Corporate Responsibility	4

Nominating, Governance & Management Development	5

•	Driving product relevance with pricing power across our brands and regions.
•	Supercharging e-commerce to win in the digitally-led marketplace – both for our owned and operated channels, as well as third-party partners.
•	Driving cost efficiencies across the company.

*	Reconciliations to GAAP amounts appear on Exhibit A.

1	We refer to our owned and licensed trademarks, other than Calvin Klein and TOMMY HILFIGER, as our “heritage brands” and the businesses we operate under the heritage brands trademarks as our Heritage Brands business. We sold certain of the heritage brands, as well as certain related inventories, to third parties (the “Heritage Brands transaction”) at the beginning of the third quarter of 2021. We licensed back the heritage brands we sold for use on certain products as part of the Heritage Brands transaction.

	PVH Percentile Rank
Performance Measure¹	1-Year (2021)	3-Year (2019–2021)
Revenue growth vs. peer group		0%
EBIT growth²vs. peer group
TSR vs. peer group (as of January 28, 2022)
TSR vs. S&P 500³ (as of January 28, 2022)
Overall Percentile Rank⁴

3	~~Total Stockholder Return vs. S&P 500~~ is based on ~~the~~PVH and peer performance as provided by PVH.
2	Non-GAAP, excludes non-recurring items and discontinued operations.
3	TSR vs. peer group is based on S&P companies as of March ~~8, 2021,~~3, 2022, which differs from the S&P 500 companies used to determine the ~~performance share unit~~PSU achievement against goals for the performance period ended on April ~~22, 2021 (~~~~see~~ ~~page 53 for additional details).~~28, 2022.

•	◾corporate (consolidated PVH) EBIT (consistent with the earnings-based focus of EPS, our historical measure for our performance) and
•	~~temporary salary reductions~~ for ~~approximately 250 senior executives and leaders;~~NEOs who lead business units, EBIT for their business units.

1	Excludes Tapestry, Inc. CEO because the specific pay mix was not ~~disclosed.~~ disclosed at the time our compensation decisions were made.
2	Excludes Mr. Holmes and Ms. Abel-Hodges. See discussion on page 43.

	◾•	We ~~named two~~added one new independent ~~directors~~director to the Board in 2021 and one in 2022 as part of the Board refreshment program, bringing the total of new independent directors to ~~four in four years, all~~three since 2020, one of whom is a woman and one who is diverse
•	We separated the roles of CEO and Board Chair and named our first independent, non-executive Chair and intend to continue filling the Chair role with an independent director
•	We have had four women on the Board since 2017
•	We have had one diverse director on the Board every year but one since 2011
•	We have brought down our average independent director tenure from 9.1 years in 2020 to 8.1 this year
•	We have brought down the average age of our independent directors from 58.5 in 2020 to 57.9 this year
•	We partnered with the Council of Fashion Designers of America on the State of Diversity, Equity & Inclusion on a Fashion report to encourage a more representative American fashion industry
•	We became a founding partner of the Social Justice Center at the Fashion Institute of Technology, a first-of-its-kind initiative established to increase opportunity and accelerate social equity for the BIPOC community within the creative industries
•	We ranked #5 on Barron’s 100 Most Sustainable Companies list (2022) and #1 in apparel retail category
•	We decreased Scope 1 and 2 greenhouse gas emissions from owned and operated facilities by 21% and reduced Scope 3 emissions in our supply chain by 18%
•	We increased usage of renewable energy to 53% of total energy consumption and are ~~women or diverse~~on pace to achieve our 2030 target for all offices, warehouses and stores to be powered by 100% renewable energy sources
•	We received 100% on the Human Rights Coalition’s 2022 Corporate Equality Index for the sixth year in a row for our corporate policies and practices related to LGBTQIA+ workplace equality
•	We ranked #9 on the Fortune Measure Up list of the top 20 most progressive companies in Inclusion & Diversity

	~~EXPERIENCE~~Experience ~~Mr. Callinicos was~~• Chief Operating and Chief Financial Officer of Virgin Hyperloop One (an autonomous transportation company) from January 2017 to March ~~2018. Before that, he was an advisor~~2018 • Advisor at Uber Technologies, Inc. (an on-demand car service company) from 2015 to 2016 ~~and Uber’s~~ • Chief Financial Officer at Uber from 2013 to ~~2015.~~2015 ~~Mr. Callinicos was~~• Vice President, Treasurer and Chief Accounting Officer of Google Inc. (a global technology leader now known as Alphabet Inc.) from 2012 to 2013 ~~and~~ • Vice President and Treasurer of Google ~~for five years before that.~~from 2007 to 2012

~~EXPERTISE~~ Expertise Mr. Callinicos is a CPA with extensive experience working in treasury, financial and accounting roles in public companies and working with public company boards. He has been a senior executive at four companies and has served in several board advisory roles. He has substantial experience with corporate responsibility initiatives, including having run Green Energy Investing at Google.		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards:
	◾	• Baidu, Inc. (since 2015)

	~~EXPERIENCE~~Experience ~~Mr. Cheeks has served as~~• President and CEO of CBS Entertainment Group (a news, entertainment and sports media company and studio) since March ~~2020. Mr. Cheeks previously served as~~2020 • Chief Content Officer, News and Sports, Paramount+, since June 2021 • Vice Chairman of NBCUniversal Content Studios from 2019 to ~~2020. Prior to that, he held other various leadership roles of increasing responsibility at NBCUniversal, including as~~2020 • Co-Chairman of NBC Entertainment from 2018 to 2019 • Co-President of Universal Cable Productions and President of Late Night Programming at NBC Entertainment from 2017 to 2018 • President of Business Operations and Late Night Programming at NBC Entertainment from 2014 to 2017 ~~and~~ • Executive Vice President of Business Operations of NBCUniversal from 2012 to ~~2014.~~2014

~~EXPERTISE~~ Expertise Through his more than 25 years of experience in the media and entertainment industry, Mr. Cheeks has demonstrated a deep understanding of how an iconic brand grows with its audience in the context of changing distribution, culture, lifestyles and preferences. He ~~previously~~has served in several senior executive positions ~~that spanned~~with responsibility for creative, business and operational ~~roles.~~matters.		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards: • None
	~~None~~

Notice of 2021 2022 Annual Meeting of Stockholders

Proxy Summary

Proposal 1Election of Directors

Corporate Governance

INDEPENDENCEIndependence

LEADERSHIP STRUCTURE OF THE BOARDLeadership Structure of The Board

Risk Oversight

BOARD, COMMITTEE AND DIRECTOR EVALUATIONSBoard, Committee and Director Evaluations

BOARD REFRESHMENTBoard Refreshment

Stockholder Engagement

DIRECTOR RESIGNATION POLICYDirector Resignation Policy

Director On-Boarding

ONGOING DIRECTOR EDUCATIONOngoing Director Education

MANAGEMENT SUCCESSION PLANNINGManagement Succession Planning

Meetings

Executive Sessions

CEO Evaluation

Transactions With Related Persons

Governing Documents

How To Contact The Board

Values, Governance, Human Capital Resources and Corporate Responsibility

Political and Lobbying Activities

Director Compensation

Annual Retainers

Stock Ownership Guidelines

2021 Compensation

Proposal 2Advisory Vote onExecutive Compensation

CompensationDiscussion & Analysis

Executive Summary

2021 Executive Compensation Program

Executive Compensation Overview

Compensation Decisions for 2021

Competitive Pay For Performance

Other Benefits

Administration Of Our Compensation Programs

Risk Considerations In Compensation Programs

Compensation Committee Report

Executive Compensation Tables

Summary Compensation Table

Grants Of Plan-Based Awards

Narrative Disclosure To Summary Compensation Table and Grants of Plan-Based Awards Table

Outstanding Equity At Fiscal Year-End

74Option Exercises And Stock Vested | PVH CORP. 2021 PROXY STATEMENT

PENSION BENEFITSPension Benefits

DEFINED BENEFIT PLANSDefined Benefit Plans

NON-QUALIFIED DEFERRED COMPENSATIONNon-Qualified Deferred Compensation

POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONSPotential Payments Upon Termination and Change in Control Provisions

CEO Pay RatioMethodologyCEO Pay Ratio

Equity Compensation Plan InformationEquity Compensation Plan Information

PROPOSALProposal 3Ratification of the Appointment of Auditor

Audit Committee ReportAudit Committee Report

Security Ownership of Certain Beneficial Owners and Management

5% StockholdersSecurity Ownership of Certain Beneficial Owners and Management5% STOCKHOLDERS

Directors, Nominees forFor Director, and Executive OfficersDIRECTORS, NOMINEES FOR DIRECTOR, AND EXECUTIVE OFFICERS

Delinquent Section 16(a) Reports

General Information About the Annual Meeting

Exhibit A

Exhibit B

Notice of 2021
2022 Annual Meeting of Stockholders

Proposal 1
Election of Directors

INDEPENDENCE
Independence

LEADERSHIP STRUCTURE OF THE BOARD
Leadership Structure of The Board

BOARD, COMMITTEE AND DIRECTOR EVALUATIONS
Board, Committee and Director Evaluations

BOARD REFRESHMENT
Board Refreshment

DIRECTOR RESIGNATION POLICY
Director Resignation Policy

ONGOING DIRECTOR EDUCATION
Ongoing Director Education

MANAGEMENT SUCCESSION PLANNING
Management Succession Planning

Proposal 2
Advisory Vote on
Executive Compensation

Compensation
Discussion & Analysis

PENSION BENEFITS
Pension Benefits

DEFINED BENEFIT PLANS
Defined Benefit Plans

NON-QUALIFIED DEFERRED COMPENSATION
Non-Qualified Deferred Compensation

POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS
Potential Payments Upon Termination and Change in Control Provisions

CEO Pay RatioMethodology
CEO Pay Ratio

Equity Compensation Plan Information
Equity Compensation Plan Information

PROPOSALProposal 3

Ratification of the Appointment of Auditor

Audit Committee Report
Audit Committee Report

5% Stockholders
Security Ownership of Certain Beneficial Owners and Management
5% STOCKHOLDERS

Directors, Nominees forFor Director, and Executive Officers
DIRECTORS, NOMINEES FOR DIRECTOR, AND EXECUTIVE OFFICERS

~~EXPERIENCE~~Committee: Mr. Chirico has been with PVH Corp. for more than 25 years. He served as Chief Executive Officer from 2006 until January 31, 2021, and assumed the Chair role in 2007. He continues to be employed by PVH in a non-executive role as a resource for Mr. Larsson. Before becoming our CEO, Mr. Chirico held roles of increasing responsibility, including six years as Controller, six years as Chief Financial Officer, and several months as President and Chief Operating Officer. Prior to joining PVH, Mr. Chirico was a Partner at the international accounting firm Ernst• Nominating, Governance & ~~Young LLP, running its Retail and Apparel Practice Group.~~Management Development (Chair)

~~EXPERTISE~~Experience Mr. Chirico has extensive knowledge of the operational and financial aspects of PVH developed during his many executive positions in the company, as well as during his service as audit partner on the PVH account. In addition, Mr. Chirico provides the Board with valuable insight into PVH’s business and management’s strategic vision.	~~OTHER PUBLIC COMPANY BOARDS~~
	◾	~~Dick’s Sporting Goods, Inc. (since 2003)~~
	◾	~~Conagra Brands, Inc. (since 2021)~~

	~~EXPERIENCE~~Experience ~~Stefan Larsson was appointed as~~• PVH Corp.’s Chief Executive Officer ~~effective~~since February 1, ~~2021. He served as the~~2021 • President of PVH from June 2019 through January ~~2021. Prior to joining PVH, he was~~2021 • President and Chief Executive Officer and a director of Ralph Lauren Corporation from ~~November~~ 2015 to ~~May 2017. Prior to joining Ralph Lauren, he was the~~2017 • Global President of Old Navy, Inc., a division of The Gap, Inc., from ~~October~~ 2012 to ~~October 2015. Preceding that, for~~2015 • For nearly 15 years, ~~Mr Larsson~~ held multiple key leadership roles on the team responsible for growing H&M department stores, with revenue increasing from approximately $3 billion to approximately $17 billion and operations expanding from 12 to 44 ~~countries.~~countries

~~EXPERTISE~~ Expertise Mr. Larsson has a record of proven leadership and global experience in driving transformation and brand building in an increasingly dynamic and ever-changing consumer landscape. He is highly regarded for his strategic focus and his operational track record. As PVH’s Chief Executive Officer, he provides insight to the Board on PVH’s business and management team, management’s accelerated recovery plan for exiting the COVID-19 pandemic, and his vision for PVH’s next chapter of growth.		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards:
	◾	• Ralph Lauren Corporation (2015 to 2017)
	◾	• The RealReal, Inc. (2019 to 2020)

	~~EXPERIENCE~~Experience ~~Mr. Marino was~~• President and Chief Executive Officer of Alberto-Culver Company (a global consumer products company) for five years until his retirement in ~~2011. Before that, he served in roles of increasing responsibility for 10 years, including~~2011 • President of Alberto-Culver Consumer Products Worldwide from 2004 to 2006 ~~and~~ • President of Alberto Personal Care Worldwide, a division of Alberto-Culver Company, from 2002 to ~~2004.~~

~~EXPERTISE~~2004 Expertise Mr. Marino has significant senior executive leadership experience in the consumer products industry. During his tenure at Alberto-Culver, he developed expertise on both a domestic and an international basis in areas including corporate strategy development and execution, brand building and multichannel distribution. He also has in-depth knowledge of public company reporting. In addition, his work on the boards of directors of OfficeMax and Office Depot has provided him with perspective on the retail landscape, consumer goods, and governance of public companies.		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards:
	◾	• Alberto-Culver Company~~(2006~~ (2006 to 2011)
	◾	• OfficeMax Incorporated (from 2011 to 2013, when OfficeMax merged into Office Depot)
	◾	• Office Depot, Inc. (2013 to 2020)

~~Ms. McPherson retired as~~ INDEPENDENT Age: 60 Director since: 2017 Committees: • Audit & Risk Management • Nominating, Governance & Management Development		Experience • Principal investor and consultant to a children-focused media business • President and Managing Director, Europe at Marriott (a global lodging company) infrom 2009 to 2019 ~~and has taken on a role as a principal investor and consultant to a children-focused media business. She joined~~ • Joined Marriott in 1986 and served in roles of increasing responsibility, including Executive Vice President of Global Sales and Marketing, Senior Vice President of Business Transformation and Integration, and Vice President of Finance and Business ~~Development.~~

~~EXPERTISE~~Development Expertise Ms. McPherson has considerable experience in overseeing business operations and development in Europe, having overseen multiple brands of hotels for Marriott, the world’s largest hotel company. She has overseen acquisitions and strategic partnerships and implemented and executed strategies on both a regional and global basis. In addition, Ms. McPherson has experience managing Marriott’s global and field sales, marketing, loyalty program, revenue management, e-commerce, worldwide reservation sales and customer care, and sales channel strategy and analysis.		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards:
	◾	• Royal Caribbean Cruises Ltd. (since 2020)

~~EXPERIENCE~~ Mr. Nasella has been a partner at LNK Partners (a private equity investment firm) since he co-founded the firm in 2005. Earlier in his career, Mr. Nasella was a Venture Partner at Apax Partners, where he was a senior member of the U.S. Consumer and Retail Group. Before Apax, Mr. Nasella led the successful buyout of Star Markets (a regional supermarket chain), and served as Chairman and CEO of the company until it was sold to Sainsbury Plc. He was the first President of Staples, where he built the company from a startup into a global leader in office supply retailing.

~~EXPERTISE~~ Mr. Nasella has significant management experience gained in senior executive positions in publicly traded retail companies and as a partner in private equity firms. In addition, Mr. Nasella has extensive experience serving on boards of directors and board committees of several retail companies.		~~OTHER PUBLIC COMPANY BOARDS~~
	◾	~~Staples, Inc.~~ ~~(1988 to 1993)~~
	◾	~~Panera Bread Co.~~ ~~(1995 to 2001)~~
	◾	~~Denny’s Corp.~~ ~~(2004 to 2008)~~

~~EXPERIENCE~~ ~~Mr. Rosenfeld has been part of the executive management team~~• Chief Executive Officer of Steven Madden (a fashion footwear and accessories company) since 2008 • Part of the executive management team of Steven Madden since 2005, serving in finance and strategic planning roles ~~before becoming Chief Executive Officer in 2008. Before joining Steven Madden, he was an investment~~ • Investment banker in a mergers and acquisitions practice focused on the retail and apparel ~~industries.~~industries prior to joining Steven Madden

~~EXPERTISE~~ Expertise Mr. Rosenfeld ~~brings~~has over 20 years of experience focused on the retail, apparel and footwear industries as both an executive and an investment banker.		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards:
	◾	• Steven Madden, Ltd.~~(since~~ (since 2008)

	~~EXPERIENCE~~Experience ~~Ms. Sourry served as~~• President, Unilever North America (a personal care, foods, refreshment, and home care consumer products company) from 2018 to ~~2020. She also held the title~~2020 • Head of Global Customer Development at Unilever, from 2018 to ~~2019. Ms. Sourry spent almost her entire career — over 30 years — in roles of increasing responsibility at Unilever, including~~2019 • President, Global Foods Category of Unilever plc from 2015 to ~~2017;~~2017 • Executive Vice President, Global Haircare at Unilever from 2014 to ~~2015; and~~2015 • Executive Vice President, Unilever U.K. and Ireland from 2010 to 2014

~~EXPERTISE~~ Expertise Ms. Sourry has extensive global marketing and business experience in consumer product goods ~~as well as~~and customer development, including overseeing Unilever’s digital efforts. She has held roles in the U.S. and throughout Europe and served in global product positions. Ms. Sourry was actively involved in Unilever’s global diversity, gender balance and ~~sustainable living~~sustainability initiatives.		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards:
	◾	• The Kroger Co. (since 2021)

~~EXPERIENCE~~ Ms. Baglivo founded /The Baglivo Group (a brand strategy advisory consultancy) in July 2018. From October 2017 through December 2018, she was Vice Chancellor of Communications and Marketing at Rutgers University. Prior to that, she was Chief Marketing Officer/VP Global Marketing at Northwestern University from October 2013 to October 2017. Ms. Baglivo had an extensive career in major marketing and communications companies, including serving for six years as Chairman• Nominating, Governance & ~~Chief Executive Officer, The Americas, and three years before that as Chief Executive Officer, New York, at Saatchi & Saatchi Worldwide.~~

Management Development		~~OTHER PUBLIC COMPANY BOARDS~~
	◾	~~Host Hotels & Resorts, L.P~~ ~~(since 2013)~~
	◾	~~Ruth’s Hospitality Group, Inc.~~ ~~(since 2017)~~

~~EXPERIENCE~~ ~~Mr. Rydin has been an operating partner~~ at LNK Partners (a private equity investment firm) since ~~2014. Before that,~~he co-founded the firm in 2005 • Venture Partner at Apax Partners, where he was ~~Chairman~~a senior member of the ~~Board~~U.S. Consumer and Retail Group • Led the successful buyout of ~~Directors of Yankee Holding Corp.~~Star Markets (a regional supermarket chain), and ~~Non-Executive~~served as Chairman and CEO of ~~The Yankee Candle Company, Inc. (a designer, manufacturer, and branded marketer~~the company until it was sold to Sainsbury Plc • First President of ~~premium scented candles) for 12 years. He spent 23 years at Campbell Soup Company,~~Staples, where he ~~held positions of increasing responsibility, including President of Godiva Chocolatier Worldwide and senior management and marketing positions at Pepperidge Farm.~~

built the company from a startup into a global leader in office supply retailing		~~OTHER PUBLIC COMPANY BOARDS~~Other Public Company Boards: • Staples, Inc. (1988 to 1993) • Panera Bread Co. (1995 to 2001) • Denny’s Corp. (2004 to 2008)
	◾	~~Booking Holdings Inc~~ ~~(2005 to 2019)~~
	◾	~~Yankee Holding Corp.~~ ~~(2001 to 2013)~~

•
◾	monitors the operation of our enterprise risk management program;
◾•	receives an annual enterprise risk management report, in which management identifies our most significant operating risks and the mitigating factors that control those risks, based on the results of an annual, in-depth exercise in which a broad spectrum of associates and executives from key areas and all regions work with an outside expert to identify relevant areas of risks and mitigating factors;
◾•	receives quarterly reports on the status of our network security framework, the status of information security initiatives and any new security incidents risks, and strategies implemented to address ~~them;~~ those risks;
◾ •	receives reports at all meetings (other than the quarterly calls to review earnings releases and periodic reports) on our cybersecurity and data privacy efforts, including an annual in-depth review of strategy and initiatives for the coming year, presented by our Senior Vice President, Information Security ~~Services (“ISS”)~~ or Chief Information Officer;
◾ •	receives reports on risks and developments relating to our IT systems upgrades, financial reporting, security issues, insurance, legal matters, compliance training and reporting, and other areas of risk and risk management; and
◾•	meets privately on a regular basis with representatives of our independent auditors to discuss our auditing and accounting processes and management.