Proposal 1: Election of ~~our 11 independent directors is 8.7 years and the median tenure is seven years. Five of our independent directors have served~~Directors Nominees for five years or less; one has served for six to ten years and five have served for more than ten years. The average age of our independent directors is 58.8 years and the median age is 60 years. Three of our independent directors are younger than 55; two are between 55 and 59; five are in their 60s and one is 71.

~~Other Public Company Directorships~~

~~Several of our directors also currently serve as directors of other public companies:~~

~~Ms. Baglivo is a director of Host Hotels & Resorts, L.P. and Ruth’s Hospitality Group, Inc.~~

~~Mr. Callinicos is a director of Baidu, Inc.~~

~~Mr. Chirico is a director of Dick’s Sporting Goods, Inc.~~

~~Mr. Marino is a director of Office Depot, Inc.~~

~~Mr. Rosenfeld is a director of Steven Madden, Ltd.~~

*Election

~~Mr. Rydin is a director of Booking Holdings Inc. (formerly known as The Priceline Group, Inc.).~~

~~Several of our directors held directorships at other public companies during the last five years:~~

~~Mr. Marino served at OfficeMax Incorporated from 2011 to 2013 (when it merged into Office Depot, Inc.).~~

~~Mr. Rydin served at Yankee Holding Corp. from 2001 to 2013.~~

~~Other Employment Information~~

~~Each of our directors has been engaged in the principal occupation indicated in the foregoing table for more than the past five years, except:~~

Ms. Baglivo was Chief Marketing Officer/VP Global Marketing of Northwestern University from October 2013 to October 2017; Chairman and Chief Executive Officer of the Americas, Saatchi & Saatchi Worldwide, an advertising agency, from January 2008 to August 2012; and Chairman and Chief Executive Officer of Latin America and Multicultural at Saatchi & Saatchi from August 2012 to March 2013.

Mr. Callinicos was Chief Operating and Chief Financial Officer of Virgin Hyperloop One from January 2017 to March 2018; an adviser at Virgin Hyperloop One from October 2016 to January 2017 (a role he has returned to in 2018); an adviser at Uber Technologies Inc., an on-demand car service company, from March 2015 to September 2016 and its Chief Financial Officer from September 2013 to March 2015; Vice President, Treasurer and Chief Accounting Officer of Google Inc., a global technology leader, from 2012 to September 2013; and Vice President and Treasurer of Google from 2007 to 2012.

Mr. Figuereo was Executive Vice President and Chief Financial Officer of Revlon, Inc. from April 2016 to June 2017; Executive Vice President and Chief Financial Officer of NII Holdings, Inc., a provider of differentiated mobile communications in Latin America, from October 2012 to October 20153; and Executive Vice President and Chief Financial Officer of Newell Rubbermaid, Inc., a consumer and commercial products company (now known as Newell Brands, Inc. (which we refer to as “Newell Brands”)), from December 2009 to August 2012.

~~Mr. Fuller was Founder, Director and Vice-Chairman of Monitor Company LP, an international management consulting firm, from 1983 to 2006 and a Senior Advisor and Director of Monitor from 2006 to 2011~~4.

Ms. McIntyre was Chief Executive Officer of Sunrise Senior Living, LLC from November 2013 to May 2014; President of the Consumer Group of Newell Brands, from November 2011 through November 2012; and Group President of Newell Brands’ Office Products Group, from June 2009 through November 2012.

Ms. Sourry was President, Global Foods Category of Unilever plc from October 2015 to December 2017, its Executive Vice President, Global Haircare from July 2014 to September 2015 and its Executive Vice President, U.K. and Ireland from May 2010 to June 2014.

Juan R. Figuereo		Venture Partner, Ocean Azul Partners; Former Executive Vice President and Chief Financial Officer, Revlon, Inc.
INDEPENDENT AGE: 63	EXPERIENCE Mr. Figuereo has been a Venture Partner in Ocean Azul Partners (an early stage venture capital fund) since 2018. He was Executive Vice President and Chief Financial Officer of Revlon, Inc. (a global beauty and personal care products company) from April 2016 to June 2017. Before that, he served as Executive Vice President and Chief Financial Officer of NII Holdings, Inc. (a provider of differentiated mobile communications in Latin America) from 2012 to 20151; Executive Vice President and Chief Financial Officer of Newell Rubbermaid, Inc. (a consumer and commercial products company now known as Newell Brands, Inc.) from 2009 to 2012; Executive Vice President and Chief Financial Officer of Cott Corporation (a Canada-based beverage and foodservice company) from 2007 to 2009; and Vice President of Mergers & Acquisitions at Wal-Mart International from 2003 to 2007.
DIRECTOR SINCE 2011 COMMITTEE Audit & Risk Management Committee (Chair)	EXPERTISE Mr. Figuereo has a strong background in finance and accounting—principally with large multinational public companies. He also has extensive experience in the consumer goods and retail industries, including brand building and driving innovation. He has lived and worked in international markets where PVH has significant operations or is planning to expand operations. In particular, Mr. Figuereo provided leadership to Wal-Mart’s international growth strategy through acquisitions, partnerships and joint ventures in global markets.		OTHER PUBLIC COMPANY BOARDS ■ None

Joseph B. Fuller		Professor of Management Practice in Business Administration, Harvard Business School
	EXPERIENCE Mr. Fuller joined the faculty at Harvard Business School in 2013, where he teaches general management classes and co-leads an initiative called “Managing the Future of Work.” Before that, he was Founder, Director and Vice-Chairman of Monitor Company LP (an international management consulting firm) from 1983 to 2013.2 Mr. Fuller is a Visiting Fellow at the American Enterprise Institute and founded Joseph Fuller LLC (a business consulting firm) in 2013.
INDEPENDENT AGE: 62 DIRECTOR SINCE 1991 COMMITTEE Nominating, Governance & Management Development Committee (Chair)	EXPERTISE Mr. Fuller has extensive experience advising management with respect to strategy, corporate finance, governance and marketing (including with respect to channel management, pricing trends and pressures, and innovation). In addition, as a professor at a renowned business school, he has knowledge of management principles used by leading businesses worldwide.		OTHER PUBLIC COMPANY BOARDS ■ None

On September 15, 2014, NII Holdings, Inc. filed for bankruptcy protection in New York, New York.

On January 11, 2013, Deloitte Consulting LLP acquired all of the business of Monitor Company pursuant to an agreement entered into on ~~November~~ November��7, 2012. To help facilitate the acquisition, Monitor Company filed for bankruptcy protection on November 7, 2012, in Wilmington, ~~Delaware and the~~Delaware. The sale was accomplished by means of a bankruptcy court-approved sale under the U.S. Bankruptcy Code.

PVH CORP. 2019 PROXY STATEMENT

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~~Independence~~Proposal 1: Election of ~~Our~~ Directors Nominees for Election

V. James Marino		Retired Chief Executive Officer, Alberto-Culver Company
	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 President of Alberto-Culver Consumer Products Worldwide from 2004 to November 2006, and President of Alberto Personal Care Worldwide, a division of Alberto-Culver Company, from 2002 to 2004.
INDEPENDENT AGE: 68 DIRECTOR SINCE 2007 COMMITTEE Audit & Risk Management Committee	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 ■ Office Depot, Inc. (since 2013), ■ OfficeMax Incorporated (from 2011 to 2013, when OfficeMax merged into Office Depot) ■ Alberto-Culver Company (2006 to 2011)

G. Penny McIntyre		Former Chief Executive Officer, Sunrise Senior Living, LLC
	EXPERIENCE Ms. McIntyre was Chief Executive Officer of Sunrise Senior Living, LLC (a provider of senior living services) from November 2013 to May 2014. Before that, she served as President of the Consumer Group of Newell Brands for one year, and Group President of Newell Brands’ Office Products Group for three years. Earlier in her career, she spent almost 11 years at The Coca-Cola Company, including as Senior Vice President, General Manager, Functional Beverages (overseeing still beverages, such as water, tea and coffee), as well as in a series of marketing positions of escalating responsibility, including Group Marketing Director, Europe, Asia and Middle East.
INDEPENDENT AGE: 57 DIRECTOR SINCE 2015 COMMITTEE Corporate Responsibility Committee (Chair)	EXPERTISE Ms. McIntyre has extensive general management experience gained through operating consumer packaged goods businesses in multiple channels and across multiple geographies. She has led sales, marketing and operations teams in Europe, Africa, Japan and the U.S. She has a background in consumer insights, brand building and digital commerce gained through her employment with Coca-Cola, Newell Brands and SC Johnson Wax.		OTHER PUBLIC COMPANY BOARDS ■ None

PVH CORP. 2019 PROXY STATEMENT

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Proposal 1: Election of Directors Nominees for Election

Amy McPherson		Principal investor and consultant; Retired President and Managing Director, Europe, Marriott International, Inc.
	EXPERIENCE Ms. McPherson recently retired as President and Managing Director, Europe at Marriott (a global lodging company) and is taking on a role as a principal investor and consultant to a children-focused media business. She 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.
INDEPENDENT AGE: 57 DIRECTOR SINCE 2017 COMMITTEE Audit & Risk Management Committee	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 ■ None

Henry Nasella		Partner and Co-Founder, LNK Partners
	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.
INDEPENDENT AGE: 72 DIRECTOR SINCE 2003 PRESIDING DIRECTOR SINCE 2007 COMMITTEES Compensation Committee (Chair) Nominating, Governance & Management Development Committee	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) ■ Dennys Corp. (2004 to 2008)

PVH CORP. 2019 PROXY STATEMENT

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Proposal 1: Election of Directors Nominees for Election

Edward R. Rosenfeld		Chief Executive Officer, Steven Madden, Ltd.
	EXPERIENCE Mr. Rosenfeld has been part of the executive management team of Steven Madden (a fashion footwear and accessories company) since 2005, serving in finance and strategic planning roles before becoming Chief Executive Officer in 2008. Before joining Steven Madden, he was an investment banker in a mergers and acquisitions practice focused on the retail and apparel industries.
INDEPENDENT AGE: 43 DIRECTOR SINCE 2014 COMMITTEE Audit & Risk Management Committee	EXPERTISE Mr. Rosenfeld brings 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 ■ Steven Madden, Ltd. (since 2008)

Craig Rydin		Operating Partner, LNK Partners
	EXPERIENCE Mr. Rydin has been an operating partner at LNK Partners (a private equity investment firm) since 2014. Before that, he was Chairman of the Board of Directors of Yankee Holding Corp., and Non-Executive Chairman of The Yankee Candle Company, Inc. (a designer, manufacturer, and branded marketer of premium scented candles) for 12 years. He spent 23 years at Campbell Soup Company, where he held positions of increasing responsibility, including President of Godiva Chocolatier Worldwide and senior management and marketing positions at Pepperidge Farm.
INDEPENDENT AGE: 67 DIRECTOR SINCE 2006 COMMITTEES Compensation Committee Nominating, Governance & Management Development Committee	EXPERTISE Mr. Rydin has significant management and leadership experience, which he gained in over 30 years in various executive positions in the consumer products and retail industry. In addition, Mr. Rydin has extensive experience serving on the audit and compensation committees of several public and private company boards of directors.		OTHER PUBLIC COMPANY BOARDS ■ Booking Holdings Inc. (since 2005) ■ Yankee Holding Corp. (2001 to 2013)

PVH CORP. 2019 PROXY STATEMENT

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Proposal 1: Election of Directors Nominees for Election

Amanda Sourry		President, Unilever North America
	EXPERIENCE Ms. Sourry assumed her current role at Unilever (a personal care, foods, refreshment, and home care consumer products company) in 2018. She also held the title Head of Global Customer Development, Unilever, from 2018 to 2019. Ms. Sourry has spent almost her entire career — over 30 years — in roles of increasing responsibility at Unilever, including President, Global Foods Category of Unilever plc from 2015 to 2017; Executive Vice President, Global Haircare from 2014 to 2015; and Executive Vice President, U.K. and Ireland from 2010 to 2014.
INDEPENDENT AGE: 55 DIRECTOR SINCE 2016 COMMITTEES Compensation Committee Nominating, Governance & Management Development Committee	EXPERTISE Ms. Sourry has extensive global marketing and business experience in consumer product goods, as well as consumer 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 is actively involved in Unilever’s global diversity, gender balance and sustainable living initiatives.		OTHER PUBLIC COMPANY BOARDS ■ None

PVH CORP. 2019 PROXY STATEMENT

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Corporate Governance

Independence

The Board of Directors has ~~determined~~evaluated the independence ~~(or lack thereof)~~ of each of the directors and nominees for director ~~and concluded that a majority of our directors — 11 of 12 (92%) — are independent, as required and determined under~~in relation to the rules of the New York Stock Exchange (“NYSE”). The independence inquiry included the additional criteria for service on ~~which exchange our Common Stock is listed~~the Audit & Risk Management Committee and the Compensation Committee for ~~trading. Specifically,~~ the directors who are members of those committees. The Board determined that Mr. Chirico, as ~~an executive of the Company,~~our only management director, is not independent, and that each of Mses. Baglivo, McIntyre, McPherson, and Sourry, and Messrs. Callinicos, Figuereo, Fuller, Marino, Nasella, Rosenfeld and Rydin are independent under Section 303A.02 of the New York Stock Exchange rules.our other current directors is independent.

In making these independence determinations, the Board of Directors ~~considered (i)~~considers whether a director has or had ~~within the last three years, any of the relationships under Section 303A.02(b)~~a relationship with ~~us which~~PVH that would disqualify ~~a director~~the individual under applicable regulation from being considered independent, ~~and (ii) whether the director had any~~that would be disclosable ~~transaction~~under applicable regulation, or relationship with us under Item 404 of Regulation S-K of the Exchange Act, which relates to transactions and relationships between directors and their affiliates, on the one hand, and us and our affiliates (including management), on the other. The Board will also consider the factors suggested in the New York Stock Exchange’s Commentary to Section 303A.02, such as commercial, consulting and other relationships, or other interactions with management that do not meet the absolute thresholds under Section 303A.02 or Item 404(a) but which, nonetheless, could reflect upon a director’s independence from management when relevant circumstances exist; no such circumstances existed in 2017 or currently exist. When considering the materiality of any transactions or relationships that do not require disqualification under Section 303A.02(b), the Board would consider (and in the past has considered) the materiality of the transaction or relationshipmight otherwise be deemed material to the director, the director’s ~~business~~family or PVH. None of the directors, other than Mr. Chirico, has a material relationship with PVH, either directly or as a partner, stockholder, or officer of an organization ~~and us and whether the~~that has a relationship ~~between (i) the director’s business organization and the Company, (ii) the~~with PVH, nor does any other director ~~and the Company and (iii) the director and his business organization interfered with the director’s business judgment.~~have a direct or indirect material interest in any transaction involving PVH.

The Board of Directors ~~considered~~did consider that PVH employs Ms. Baglivo’s daughter ~~is employed by us~~ when making its independence decision with respect to her. In concluding that Ms. Baglivo is independent, the Board noted that her daughter’s ~~annualized~~annual compensation is well below the threshold of $120,000 that would require disclosure under ~~Item 404 of Regulation S-K.~~applicable SEC rules.

No family relationship exists between any director or executive officer of ~~the Company.~~

~~Experience, Qualifications, Attributes and Skills of Our Directors~~

The Nominating, Governance & Management Development Committee considers a variety of factors in selecting our directors. These include a person’s qualification as independent under the New York Stock Exchange rules, as well as consideration of skills and experience in the context of the needs of the Board of Directors. Important factors considered by the Committee are a person’s understanding of our business, experience as aPVH with any other director ~~of other public companies, leadership, financial skills, business experience and skills that are relevant to our operations and plans for growth and expansion and, for an existing director, his~~ or ~~her tenure and contributions made as a director of the Company. This also ties into the skills assessment we have conducted in connection with our Board succession process.~~ ~~See~~ ~~discussion on pages~~ 14 – 15.

~~The following sets forth the specific experience, qualifications, attributes or skills that led to the conclusion that each of the nominees for director should continue to serve as a director:~~

~~Mary Baglivo~~ brings to the Board valuable marketing, advertising and strategic planning expertise developed during her professional career, including as Vice Chancellor of Communications and Marketing of Rutgers University, Chief Marketing Officer/VP Global Marketing of Northwestern University and Chairman and Chief Executive Officer of several divisions at Saatchi & Saatchi Worldwide, an advertising agency.

~~Brent Callinicos~~ ~~is a CPA with extensive experience working in financial and accounting roles in public companies and working with public company boards. He has been a senior~~ executive with the last four companies at which he has worked and served in several board advisory roles. He also brings experience in the corporate responsibility area, including having run Green Energy Investing at Google, as well as having served as a board member of EOS Climate, a leader in leveraging carbon markets to ensure the complete life cycle management of refrigerants. He is also the Chairman of the Audit Committee for Baidu, a Nasdaq-listed company.officer.

~~Emanuel Chirico~~ has extensive knowledge of the operational and financial aspects of the Company acquired during his 12 years as the Company’s Chief Executive Officer, six years as Chief Financial Officer and six years as Controller. In addition, Mr. Chirico provides the Board with valuable insight into the Company’s business and management’s strategic vision.

~~Juan R. Figuereo~~ has a strong background in finance and accounting (principally with large multinational public companies, such as Pepsico, Wal-Mart, Newell Brands and Revlon), consumer goods and retail. His employment experience includes living and working in international markets where the Company has significant operations or is planning to expand operations. Mr. Figuereo also has considerable experience in brand building and driving innovation at established companies.

~~Joseph B. Fuller~~ has extensive experience advising management with respect to strategy, corporate finance, governance and marketing (including with respect to channel management, pricing trends and pressures and innovation) that he developed as a co-founder and executive of an international management consulting firm. As a professor at a renowned business school, he has knowledge of management principles used by leading businesses worldwide.

~~TABLE OF CONTENTS~~

~~V. James Marino~~, the former President and Chief Executive Officer of Alberto-Culver Company, a large global consumer products company, brings to the Board significant senior executive leadership experience in the consumer products industry. He has expertise in areas including corporate strategy development and execution, brand building and multichannel distribution, each on a domestic and international basis, as well as public company reporting. In addition, his work on the Boards of Directors of OfficeMax and Office Depot has provided him with additional perspective on the retail landscape, consumer goods and governance of public companies.

~~G. Penny McIntyre~~ has extensive general management experience in consumer products, including with multi-brand businesses that distribute goods in multiple channels and at a range of price points. Ms. McIntyre’s skills also encompass global marketing and brand building with companies such as Coca-Cola and Newell Brands, where her roles included working overseas and managing international growth.

~~Amy McPherson~~ brings experience in overseeing business operations and development in Europe for multiple brands of the world’s largest hotel company where she has overseen acquisitions and strategic partnerships and implemented and executed strategies on both a regional and global basis. Ms. McPherson has experience in sales, marketing and accounting and has been a key executive in developing Marriott’s regional strategy and growing its European businesses.

~~Henry Nasella~~ has significant management experience gained in senior executive positions in publicly traded retail companies, including Staples and Star Markets, and as a partner in private equity firms. In addition, Mr. Nasella has extensive experience serving on boards of directors and board committees, including retail companies such as Staples, Denny’s and Au Bon Pain.

~~Edward R. Rosenfeld~~ brings over 20 years of experience focused on the retail, apparel and footwear industries. He has been part of the executive management team of Steven Madden since 2005, serving in finance and strategic planning roles before becoming Chief Executive Officer. Prior to joining Steven Madden, he was an investment banker in a mergers and acquisitions practice focused on the retail and apparel industries.

~~Craig Rydin~~ has significant management and leadership experience, which he gained over 30 years in various executive positions in the consumer products and retail industry, including at companies like Yankee Candle, Campbell Soup, Godiva Chocolatier and Pepperidge Farm. In addition, Mr. Rydin has extensive experience serving on the audit and compensation committees of several public and private company boards of directors, including Booking Holdings Inc. (formerly known as The Priceline Group), Fitness Connection and Au Bon Pain.

~~Amanda Sourry~~ acquired significant global marketing and business experience working at Unilever, a leading consumer products business, over the last 30 years. She has held roles in the U.S. and throughout Europe and served in global product positions.

~~Diversity~~

Although the Nominating, Governance & Management Development Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees, the Committee does consider the diversity of its members and potential candidates in selecting new directors. This process takes into account the diversity of business and financial talents, skills, abilities and experiences, including experience in markets outside the United States, as well as the race, ethnicity and gender of qualified candidates. We are proud of the diversity of backgrounds that characterize our current Board of Directors, including that one-third of our directors are women, and believe that the diversity that exists on the Board provides significant benefits to us.

~~Meetings~~

Our Corporate Governance Guidelines provide that each member of the Board of Directors is expected to use reasonable efforts to attend, in person, or by telephone or video conference, all meetings of the Board and of any committees of which they are a member, as well as the annual meeting of stockholders. We expect all directors to attend the annual meeting of stockholders. All of our directors attended the 2017 Annual Meeting of Stockholders.

~~Each Board meeting is comprised of a mix of corporate governance matters (e.g., approval of minutes and dividends, Committee reports; and review of Board and Committee charters, Board policies and SEC filings); standing agenda items (e.g.~~, business and financial updates; budget review and approval; corporate strategy and strategic opportunities/alternatives and capital structure; updates on enterprise risk management, corporate responsibility and other programs); topical issues (~~e.g., competitive and industry developments, advertising and marketing campaigns, regulatory updates, capital programs (e.g., systems and platforms), and initiatives such as speed-to-market, Africa sourcing and organizational restructurings); and transaction discussions and approvals (e.g.~~, financings, acquisitions and joint ventures). Presentations are made by our corporate officers, senior executives (or members of their teams), and outside advisors and consultants. One of these meetings is a multi-day offsite meeting at which matter such as strategy, opportunities, business strengths and weaknesses, and competitive threats, among other things, are considered and discussed at length.

Each meeting begins in an executive session of all of the directors (along with the Corporate Secretary). The purposes of this session include an overview of the agenda by the Chief Executive Officer, a preview of some of the key issues confronting management within agenda topics, possible lines of questioning for the directors and the opportunity for the CEO and outside directors to discuss various issues with each other that they do not want to discuss with the rest of management present. On occasion, other members of management will be invited to participate with respect to discreet items.

~~TABLE OF CONTENTS~~

Our non-management directors (all of whom are independent) meet at the end of each regular meeting (and other times) in executive sessions without management or the management director to discuss Board presentations, management performance and the performance of our Chief Executive Officer. Mr. Nasella, our presiding director, leads the executive sessions of the non-management directors. Mr. Nasella meets with our Chief Executive Officer at least annually to discuss the Board’s feedback on the Chief Executive Officer’s performance and areas for improvement.

There were six meetings of the Board of Directors during 2017. During 2017, all of the directors attended at least 75% of the aggregate number of meetings of the Board and the Committees of the Board on which they served, or, in the case of Ms. McPherson, who was not a director for the entire year, 75% of the meetings held during the period in which she served as a director.

~~Committees~~

The Board of Directors has standing Audit & Risk Management; Compensation; Nominating, Governance & Management Development; and Corporate Responsibility Committees. Each committee has a written charter adopted by the Board of Directors that is available free of charge on our website, www.PVH.com.

~~Audit & Risk Management Committee~~

The Audit & Risk Management Committee is currently composed of Ms. McPherson and Messrs. Figuereo (Chairman), Marino and Rosenfeld, each of whom, other than Ms. McPherson, served on the Committee for the entirety of 2017. Ms. McPherson joined the Committee upon her appointment to the Board in April 2017. Each of Ms. McPherson and Messrs. Figuereo, Marino and Rosenfeld has been determined by the Board to be independent for purposes of audit committee service under the New York Stock Exchange’s listing standards and Exchange Act Rule 10A-3 and an “audit committee financial expert,” as defined in Item 407 of Regulation S-K under the Exchange Act.

The Audit & Risk Management Committee must be composed of three or more directors, all of whom must meet the independence requirements identified above. The Committee is charged with providing assistance to the Board in fulfilling the Board’s oversight functions relating to the quality and integrity of our financial reports, 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 Committee will also have such additional functions as are required by the New York Stock Exchange, the SEC and federal securities law. The Committee is directly responsible for the appointment, compensation and oversight of the work of the outside auditing firm.

~~The Audit & Risk Management Committee held 10 meetings during 2017.~~

~~Compensation Committee~~

The Compensation Committee is currently composed of Ms. Sourry and Messrs. Nasella (Chairman) and Rydin, each of whom, served on the Committee for the entirety of 2017. Ms. Baglivo was a member of the Committee during 2017 until August 4, 2017. Our Chief Executive Officer, Chief Human Resources Officer, Senior Vice President, Global Compensation, Benefits and HR Systems, and General Counsel regularly attend and participate in meetings, as do representatives of ClearBridge Compensation Group (who we refer to as “ClearBridge”), the Committee’s independent compensation adviser since 2009.

The Compensation Committee must be composed of three or more directors. All members must be independent under the rules of the New York Stock Exchange and Rule 10c-1 of the Exchange Act and must qualify as “outside” directors (as defined under Section 162(m) of the Internal Revenue Code of 1986, as amended (which we refer to as the “Code”), as such section was in effect immediately prior to its amendment pursuant to the U.S. Tax Cuts and Jobs Act of 2017), and as “non-employee” directors under Rule 16b-3 under the Exchange Act. The Board has determined that all current members satisfy such requirements. The Committee is charged with discharging the Board’s responsibilities relating to the compensation of our Chief Executive Officer and all of our other “executive officers” as defined under New York Stock Exchange rules (which covers both “executive officers” and “officers” under the Exchange Act). The Committee also has overall responsibility for approving or recommending to the Board approval of, and evaluating, all of our compensation plans, policies and programs and is responsible for preparing the disclosure required by Item 407(e)(5) of Regulation S-K to be included in the proxy statement for each annual meeting of stockholders.

The Compensation Committee generally makes the grants of equity awards under our 2006 Stock Incentive Plan (our only plan under which stock awards can be made) and has sole authority to grant equity awards to individuals whose compensation is set by the Committee, such as Section 16 officers and employees who are, or could be, a “covered employee” within the meaning of Section 162(m) of the Code. The Committee has delegated limited authority to our Chief Executive Officer to make equity awards under our 2006 Stock Incentive Plan, 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 a year to any one associate of $300,000. In addition, the Committee also delegated limited authority to our Chief Executive Officer to make discretionary equity awards to high potential and high performing executives below the senior executive level. Any awards made are in addition to an individuals’ standard annual grant and subject to the parameters established by the Committee. For 2017, these awards were not permitted to exceed $5 million in the aggregate and no individual was permitted to receive an award in excess of the individual’s standard annual award. The Committee receives a report annually on the awards granted pursuant to these delegations of authority.

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~~The Compensation Committee meets regularly throughout each year. Compensation decisions regarding the most recently completed fiscal year (e.g., determination of payouts of incentive plan awards) and the current fiscal year (e.g.~~, setting base salaries, establishing performance-based awards and granting equity awards) are generally made at the meetings during the first quarter of the year. In addition, the Committee considers and approves at these meetings any new incentive compensation plans or arrangements that need to be approved by the Board or our stockholders. The other meetings are typically focused on reviewing our compensation programs generally and discussing potential changes to the program, including to address corporate governance and regulatory developments, as well as to address compensation issues relating to changes in executives and promotions among the executive ranks. As part of these meetings the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the financial measures used in incentive awards, and alternative plans and financial measures.

The Compensation Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year and approves the compensation consultant’s fees. The compensation consultant meets and works with the Committee and the Committee Chairman, as well as with our Chief Executive Officer and our Chief Human Resources Officer, in developing 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 the Committee. Areas of focus in 2017 included the performance measures, performance cycles and payouts under our incentive compensation plans. The Chief Human Resources Officer and Senior Vice President, Global Compensation, Benefits and HR Systems review drafts of the materials the compensation consultant prepares for distribution to the Committee to ensure the accuracy of our internal data and, together with our General Counsel, provide additional guidance to the Committee regarding applicable matters such as employee perceptions and reactions, and legal and disclosure developments. The compensation consultant also assists the Committee in regard to its assessment of risks in our compensation program and consideration of tally sheets.

~~Management is prohibited from retaining the compensation consultant without obtaining the prior approval of the Compensation Committee. No such approval has been sought.~~

~~The Compensation Committee held six meetings during 2017.~~

~~Nominating, Governance & Management Development Committee~~

The Nominating, Governance & Management Development Committee currently consists of Messrs. Fuller (Chairman), Nasella and Rydin, each of whom served on the Committee for the entirety of 2017. The Committee must be composed of three or more directors, all of whom must meet the independence requirement under the rules of the New York Stock Exchange. The Board has determined that all current members satisfy such requirement.

The Nominating, Governance & Management Development Committee is charged with identifying individuals qualified to become Board members and recommending director nominees to the Board, recommending director nominees for each committee, and recommending the Board Corporate Governance Guidelines relating to Board service. In evaluating potential candidates and the need for new directors, the Committee may consider factors such as professional experience and business, charitable or educational background, performance, age, service on other boards of directors and years of service on the Board, as the members deem appropriate.

~~We have used the services of a third-party search firm to identify and assist in evaluating potential nominees and have paid fees in connection with these activities.~~

The Nominating, Governance & Management Development Committee is also responsible for chief executive officer and management succession planning, as well as senior management development, and Board evaluations (~~see~~ ~~pages~~ 14 – 16). The Committee has a detailed plan in place regarding succession planning. It updates its succession plan for the chief executive officer and senior management team at separate meetings no less often than annually, as well as presents a status report annually to the full Board. This process includes both the identification of, and development plans for, internal candidates, as well the identification of external candidates. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises.

The Nominating, Governance & Management Development Committee will consider for election to the Board of Directors 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 Nominating, Governance & Management Development Committee held six meetings during 2017.~~

~~Corporate Responsibility Committee~~

~~The Corporate Responsibility Committee is currently composed of Mses. McIntyre (Chairperson) and Baglivo and Mr. Callinicos, each of whom served on the Committee for the entirety of 2017.~~

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The Corporate Responsibility Committee must be composed of two or more directors and each must meet the independence requirement under the rules of the New York Stock Exchange. The Board has determined that all current members satisfy such requirement. The Committee is charged with acting in an advisory capacity to the Board and management with respect to policies and strategies that affect the Company’s role as a socially responsible organization.

~~The Corporate Responsibility Committee held five meetings during 2017.~~

~~Other Corporate Governance Matters~~

~~Corporate Governance Guidelines~~

The Board of Directors has adopted Corporate Governance Guidelines. The Guidelines address several key areas of corporate governance, including 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 Guidelines annually and determines whether to recommend changes to the Board. The Guidelines are available free of charge on our website, www.PVH.com.

Leadership Structure of the Board

Our Chief Executive Officer currently serves as Chairman of the Board of Directors. Our Corporate Governance Guidelines provide for the independent directors to elect one of the independent directors to serve as presiding director for any annual period during which the Chief Executive Officer serves as Chairman. The Nominating, Governance & Management Development Committee is responsible for nominating the director to serve in such role. Mr. Nasella currently serves as our presiding director.

~~The duties of the presiding director include the following:~~

leading all meetings of the Board at which the Chairman is not present, including executive sessions of non-management directors, including separate sessions of independent directors if there are non-independent, non-management directors;

~~serving as liaison between the Chairman and the non-management directors;~~

~~discussing with management or approving non-routine information sent to the Board;~~

~~reviewing and approving meeting agendas;~~

~~assuring that there is sufficient time for discussion of all agenda items;~~

~~having the authority to call meetings of the non-management and independent directors; and~~

~~if reasonably requested, ensuring that he or she is available for consultation or communication with stockholders.~~

The Board believes that no single leadership model is ~~right~~necessarily best for ~~the Company~~PVH and that ~~whether~~the decision to combine or separate the offices of Chief Executive Officer and Chairman should ~~be combined or separate depends~~depend on the circumstances. ~~The~~Right now, the Board believes that combining these two roles ~~coupled with a presiding director with the duties described above, currently~~ is the most effective leadership structure for us. Mr. Chirico’s combined role has promoted unified leadership and direction for the Board and executive management, and has allowed for a single, clear focus for the chain of command to execute our strategic initiatives and business plans. Mr. Chirico’s extensive knowledge of and tenure at ~~the Company places~~PVH makes him ~~in a unique~~uniquely qualified for this leadership role.

Our Corporate Governance Guidelines provide that, if the Chief Executive Officer serves as Chairman, the independent directors must elect an independent director to serve as presiding director. The Nominating, Governance & Management Development Committee is responsible for nominating the director to serve in such role.

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

■

leading all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

■

serving as liaison between the Chairman and the non-management directors;

■

guiding the annual review of the Chief Executive Officer’s performance and compensation;

■

serving as a sounding board for, and providing advice and guidance to, the Chief Executive Officer;

■

discussing with management or approving non-routine information sent to the Board;

■

reviewing and approving meeting agendas;

■

ensuring there is sufficient time for discussion of all agenda items;

■

calling meetings of the independent directors, if appropriate; and

■

participating in, or consulting on, communications with stockholders, when appropriate.

In addition to creating a strong, independent, clearly defined presiding director role, the Board has adopted a number of governance practices to ~~assure~~ensure effective independent ~~oversight, including:~~

~~requiring that the~~oversight. The members of all key Board committees ~~be independent under~~must meet the ~~rules of~~independence requirements prescribed by the ~~New York Stock Exchange;~~

~~holding~~NYSE. The Board holds executive sessions of the ~~non-management~~independent directors ~~after~~at the end of every Board meeting, ~~and, when not all non-management directors are independent, regularly continuing these sessions with only~~as well as at other times the independent directors ~~present; and~~

~~requiring a strong, independent, clearly defined presiding director role (as discussed above).~~

~~Director Succession~~

The Nominating, Governance & Management Development Committee initiated a formal process for director succession in 2016. The process included identifying qualities and skills needed for service on our Board; identifying the qualities and skills each director possesses and assessing their exercise of these qualities and skills; determining whether any additional skill sets or other attributes are necessary to fill gaps in the current Board; establishing a succession strategy and executing against the strategy, including planning well in advance of upcoming mandatory retirements; and performing on-boarding and transitioning for new directors. The current mandatory retirement age for Board service is 72 (a director cannot be nominated for re-election if he or she will be 72 on the date of the applicable annual meeting) absent a waiver by the Committee and full Board for a reasonable purpose. A waiver has been granted to Mr. Nasella based on his continued strong leadership, performance and contributions to the Board and the committees on which he sits. Having a mandatory retirement age is one way to ensure director refreshment and, of the five directors who have joined the Board in the last five years, two were nominated in anticipation of upcoming retirements.choose.

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~~The Nominating,~~Corporate Governance & Management Development Committee has used a skills matrix to assess the strengths and needs of the Board, including areas that the Committee members determined are the appropriate areas of operating and industry experience desired to be held among members of the Board based in part on our current business strategy, expected future strategic needs and the current state of our industry. The matrix was then populated to include the extent to which each current director has the desired qualities and skill, based upon each director’s self-assessment of their own skills, as well as management’s assessment, which includes participation of our Executive Vice President, Global Talent Management.

The Nominating, Governance & Management Development Committee reviewed the skills matrix, along with individual director demographics, tenure and committee memberships and total Board composition and demographics compared to the Company’s peer set and public companies in the $2 billion to $10.5 billion revenue range to determine whether there are any specific qualities or skills needed to be added to the Board.

~~The skills matrix consists of the elements below; we believe that one or more directors possess each of the listed experiences.~~

~~Operating Experience~~	Risk Oversight	~~Industry Experience~~
~~Current/Recent Public Company CEO, COO or CFO within a Global Company~~		~~Consumer Products/Services~~
~~Financial Expertise~~		~~Digital/e-Commerce~~
~~Executive Operational Leadership Experience~~		~~Technology/Cybersecurity~~
		~~Regulatory/Corporate Governance~~

Potential candidates have been identified at various times by members of the Board, through the engagement of a recruiting firm and through the succession planning process for the Chief Executive Officer and other senior executives.

Once a director is added to the Board, a comprehensive on-boarding process occurs. We believe effective on-boarding is an important factor in positioning new Board members for success. The process includes the assignment of an existing Board member to serve as a peer mentor for the first three to six months and a one and a half to two day corporate, business and financial orientation. The orientation includes individual meetings with senior executives (~~e.g.,~~ the Chief Executive Officer on current business and strategy; the Chief Operating & Financial Officer on our financial performance; the Treasurer and Senior Vice President, Business Development and Investor Relations on capital structure, the stockholder base and investor relations; the General Counsel on corporate governance, the Company’s periodic reporting and stock-related matters; and the Chief Human Resources Officer on human resources strategies, key talent and succession planning). In addition, the heads of our Calvin Klein, Tommy Hilfiger and Heritage Brands businesses (or other senior executive in each business) provide an overview of their businesses. The orientation also typically includes an introductory session with the Chair or members of the Board Committee on which the new director will sit or executives or outside advisors who work with the Committee. SEC filings and other information are provided as a background resource and visits to regional offices are sometimes incorporated into the orientation.

~~Board, Committee and Director Evaluations~~

The Board believes it is important to address regularly its role, the presentation topics at its meetings and its capabilities and effectiveness in order to stay informed of and properly assess our corporate and business strategy as it evolves and otherwise properly fulfill its role. Board, director and committee evaluations, and the discussions of their results, are an important part of this process.

The Nominating, Governance & Management Development Committee oversees the annual Board evaluation process, which includes the use of comprehensive questionnaires covering the Board and each committee, as well as individual director self-assessments. The Board questionnaire includes rated (with the ability to provide comments) and open-ended questions, including questions asking each director to rate or comment on the individual performance of the other directors (~~e.g~~., in regard to commitment, participation, preparedness and contributions) and the willingness of directors to act independently and constructively challenge management on strategy, decisions and performance. Completion of the questionnaires is mandatory for all directors. The questionnaires for each committee are also provided to executives and outside advisors who regularly attend the relevant committee’s meetings in order to receive their input. In addition, members of management provide separate feedback on the Board and individual director performance. All questionnaires are reviewed annually and revised as necessary.

The independent directors hold a meeting annually without Mr. Chirico or any member of management present to discuss the results of and comments received on the Board questionnaires. The results are initially reviewed by the Nominating, Governance & Management Development Committee at a meeting to determine the key issues to be presented to the full Board and the manner of presentation. The results are then provided to the full Board in advance of their meeting to facilitate discussion and enhance the ability to develop and put into effect plans for improvement. In addition, the presiding director or Chairman of the Committee will speak to individual directors about performance issues raised by the Committee or management or through the evaluation process (including the individual director self-evaluations) and provide suggestions for improving performance or addressing particular needs.

~~The members of each committee consider their survey results and comments at a regular meeting; results are generally provided in advance of the meeting to facilitate discussion.~~

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The Board and committee questionnaires also contain questions relevant to management, such as support of and responsiveness to the Board, availability of management outside of meetings, the content of presentations, the appropriateness of agenda items and the sufficiency and timeliness of information provided to the Board in advance of or between meetings. Relevant findings are communicated to management in order to improve the effectiveness of the Board and Board meetings.

~~Director Education~~

We encourage directors to pursue educational opportunities to enable them to better perform their duties and learn about emerging issues. To this end, we regularly notify directors of the availability of various conferences that other directors recommend or are recommended by our Talent Development team. In addition, we provide educational materials and presentations to directors on a regular basis, including New York Stock Exchange materials, in-house education materials, training sessions, opportunities to meet with third-party experts and advisors, and subscriptions to outside publications. We include in our budget amounts for the foregoing but do not limit the amount that can be spent on director education. Instead, we allow directors to determine the amount of education that they deem appropriate. The Nominating, Governance & Management Development Committee may also request that directors seek out education programs or the Board receive presentations based on results from the Board questionnaires and individual director self-assessments. In our Corporate Governance Guidelines, we strongly encourage directors to attend at least one external director education program per year. We also recently launched a web portal for our directors that organizes in one place links to support materials and resources such as those discussed above.

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 and business continuity planning and cybersecurity. Each of the Board committees

		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 ~~respective~~ area of responsibility. In performing this function, each committee has full access to management, as well as the authority to engage advisors. Committee Chairpersons report on their Committee’s 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 Audit & Risk Management Committee			has principal responsibility for risk assessment and risk management. As part of this role, the Audit & Risk Management Committee: ■ 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 exist to 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 reports at its in-person meetings on our cybersecurity and data privacy efforts, including an annual in-depth review of strategy and initiatives for the coming year, presented by our Vice President, Information Security; ■ 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.
		The Compensation Committee			considers as part of its oversight of our executive compensation program whether the incentive awards it administers are properly aligned with stockholder value creation, corporate objectives, and our Code of Business Conduct and Ethics. As part of this role, the Compensation Committee: ■ receives an annual risk assessment from its compensation consultant that analyzes the risks represented by each component of the program, as well as mitigating factors; and ■ develops policies, such as our Clawback Policy, to mitigate potential risks. The Compensation Committee performed in 2018 an extensive analysis of incentive compensation arrangements throughout the company to ensure they do not create excessive or unwanted risk. The review was initiated in light of certain news reports over the year involving poor pay practices at other companies. When the review was completed, the Compensation Committee determined that our incentive compensation programs are appropriate and do not encourage excessive risk. In addition, the Committee adopted a Clawback Policy to provide for the recoupment of incentive compensation from certain current and former executives for material violations of our Code of Business Conduct and Ethics policy and other material policies. The Clawback Policy extended the existing recoupment provisions of our incentive compensation plans, which had covered a more limited set of executives and only related to certain restatements of our financial statements. For more information, see “Risk Considerations in Compensation Programs,” which begins on page 49.
		The Nominating, Governance & Management Development Committee			oversees risks related to governance issues. As part of this role, the Nominating, Governance & Management Development Committee: ■ administers an active succession planning process for the Chief Executive Officer to reduce risks in the event our Chief Executive Officer needs to be replaced on an emergency basis, as well as in anticipation of his eventual retirement; ■ considers changes in principal employment of directors and new directorships sought by directors to ensure there are no conflicts of interest or loss of skill set; and ■ conducts an annual evaluation program to determine if the directors, Board and Board committees are performing effectively and in the best interests of PVH and our stockholders.
		The Corporate Responsibility Committee			is responsible for advising the Board and management with respect to potential risks to PVH’s reputation and our role as a socially responsible organization. As part of this role, the Corporate Responsibility Committee: ■ monitors human rights, work conditions and environmental programs administered by our global CR compliance teams, mainly with respect to the operations of suppliers and factories in our supply chain; and ■ monitors significant events and activities in the industry generally, such as our participation in the Accord on Fire and Building Safety in Bangladesh, a binding commitment of over 200 brand owners and retailers to remediate safety issues in garment factories in Bangladesh undertaken in the wake of the Rana Plaza disaster.

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Corporate Governance 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. Conducting Board, director and committee evaluations — and discussing the results of those evaluations — are an important part of this process. The Nominating, Governance & Management Development Committee oversees the annual Board evaluation process.

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Corporate Governance Board Refreshment

Board Refreshment

Evaluating current Board composition

The Nominating, Governance & Management Development Committee initiated a formal, ongoing process for director succession in 2016. The process had several goals:

■

identifying qualities and skills needed for service on our Board;

■

identifying the qualities and skills each current director possesses;

■

assessing how the current directors exercise their qualities and skills;

■

determining whether any additional skill sets or other attributes are necessary to fill gaps in the current Board;

■

establishing a succession strategy and executing against the strategy, including planning well in advance of upcoming mandatory retirements; and

■

performing on-boarding and transitioning for new directors.

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 a director with specific qualities or skills. The Committee believes our Board of Directors is most effective when its members represent a mix of the attributes, skills and experience shown below.

Director Nominee Skills

Operating Experience

Industry Experience

Current/Recent Public
Company CEO, COO or CFO
Within a Global Company

Financial
Expertise

Operations Leader
Experience

Consumer
Products or
Services

Digital/
eCommerce

Technology/
Cyber Risk

Regulatory/
Corporate
Governance

International
Experience

MARY BAGLIVO

■

□

BRENT CALLINICOS

■

□

EMANUEL CHIRICO

■

□

JUAN R. FIGUEREO

■

JOSEPH B. FULLER

■

□

V. JAMES MARINO

■

□

G. PENNY McINTYRE

■

AMY McPHERSON

■

HENRY NASELLA

■

EDWARD R. ROSENFELD

■

□

CRAIG RYDIN

■

□

AMANDA SOURRY

■

C-suite experience managing a business with an ecommerce component to the business vs. direct experience managing an e-commerce business

□

C-Suite experience managing a business with international operations vs. actually operating within an internationally based business

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Corporate Governance Board Refreshment

Identifying potential new directors

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, 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 be evaluated in a similar manner as candidates identified by the Committee.

Proxy access

We amended our By-Laws in April 2019 to adopt a proxy access provision. 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 stockholders with meaningful participation 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.

Diversity

The Nominating, Governance & Management Development Committee considers the diversity of the Board and potential candidates in selecting new directors 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 ~~ability~~candidate’s race, ethnicity and gender. We are proud of the diversity of backgrounds that characterize our current Board of Directors, including that one-third of our directors are women, and believe that our diversity provides significant benefits to ~~engage advisors. The Chairperson of each committee reports~~PVH.

Mandatory retirement

Directors cannot be nominated for re-election if they will be 72 on the date of the applicable ~~committee’s activities~~annual meeting, absent a waiver by the Nominating, Governance & Management Development Committee and the full Board. The Board has 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. To that end, two of the directors who have joined the Board in recent years were nominated in anticipation of then upcoming retirements, which have now occurred.

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Corporate Governance Stockholder Engagement

Stockholder Engagement

We regularly engage with stockholders to understand their perspectives on our company, our business and their concerns. We held discussions during 2018 with almost 80% of our top 15 stockholders who are active managers (i.e., excluding index funds and others who do not meet with management). We meet with stockholders during appearances by management at scheduled events, as well as in private meetings held throughout the year.

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Our discussions with stockholders cover a wide range of topics, but generally our conversations involve the following issues:

■

Our acquisition strategy and plans, including with regard to our stated intention to continue to assert more direct control over our global lifestyle brands, TOMMY HILFIGER and CALVIN KLEIN

■

Our growth opportunities for each of our branded businesses, including regional and category opportunities

■

Our long-term growth targets

■

Our plans and perspectives on, as well as expected impact on us of, macroenvironmental issues, such as the prospect of additional tariffs on imports to the United States of goods manufactured in China, tax reform in the United States and elsewhere, the economic slowdown in China, and rising labor and raw material costs

■

The competitive landscape and how we are positioned to gain market share

■

Our consumer engagement initiatives, both globally and regionally

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Our initiatives to grow digital commerce

■

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

■

Capital allocation, including 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 from them regarding our compensation program and the compensation paid to Mr. Chirico and the other senior executives. The Compensation Committee has discussed and considered communications received from stockholders relating to our compensation program, and the Committee Chairman has responded to inquiries, where appropriate. In addition, the members of the Compensation Committee typically attend our Annual Meeting and are available to answer questions regarding our compensation program.

In general, feedback from our stockholders is positive and we have not generally 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

The election of directors in an uncontested election requires the affirmative vote of a majority of the votes cast at ~~each Board meeting and has the opportunity~~an annual meeting. Our Corporate Governance Guidelines provide that a director seeking re-election who does not obtain a majority vote of stockholders must offer a letter of resignation. The Nominating, Governance & Management Development Committee will make a recommendation to ~~discuss risk management with~~ 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 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 discussions regarding that resignation.

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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. The process includes pairing a 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 Senior Vice President, Business Development and Investor Relations 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 Human Resources Officer will report on human resources strategies, key talent and succession planning. In addition, senior executives in our Tommy Hilfiger, Calvin Klein and Heritage Brands businesses provide an overview of their respective businesses. The orientation also includes an introductory session with the Chair or members of the Board committee on which the new director will sit and may also include executives and outside advisors who work with that committee. 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

We have created a website for directors that is part of our PVH University learning management system. 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 site identifies programs, conferences and classes recommended by other directors and our Talent Development Team.

We encourage directors to pursue educational opportunities to enable them to better perform their duties and to learn about emerging issues. In addition, 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 that the subject matter is appropriate for the director and their role. Directors are allowed to determine the amount of education they deem appropriate. However, our Corporate Governance Guidelines strongly encourage directors to attend at ~~that time.~~least one external director education program per year.

The ~~Audit~~Nominating, Governance & ~~Risk~~ Management Development Committee ~~has principal responsibility for risk assessment~~may request that directors seek out particular education programs or that the Board receive presentations based on results from the Board questionnaires and ~~risk management, as required under its charter~~individual director self-assessments.

We often incorporate travel to PVH facilities and facilities operated by New York Stock Exchange rules. As part of this role, the Committee monitors the operation of our enterprise risk management program. The Audit & Risk Management Committee receives an annual enterprise risk management report in which we identify our most significant operating risks and the mitigating factors that existbusiness partners to ~~control those risks. The Committee also receives reports at its in-person meetings~~educate directors on our cybersecurity and data privacy efforts, including an annual in-depth review of strategy and initiatives for the coming year, presented by our Vice President, Information Security. In addition, the Committee receives reports from time-to-time 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. In addition, the Committee meets privately on a regular basis with representatives of our independent auditors to discuss our auditing and accounting processes and management.

The Compensation Committee considers as part of its oversight of our executive compensation program the proper alignment of the incentive awards it administers with stockholder value creation, corporate objectives, and our business code of ethics and business conduct. The Committee receives a risk assessment from its compensation consultant that analyzes the risks represented by each component of the program,global operations, as well as ~~mitigating factors. We discuss this~~matters related to the committees on which they serve. For example, the entire Board traveled in ~~further detail herein under~~2018 to Hong Kong, Shanghai and Tokyo to visit our offices and retail operations there, and members of the ~~heading “Risk Considerations In Compensation Programs.”~~ ~~See~~ ~~page~~ 57.

~~The~~ Corporate Responsibility Committee ~~monitors human rights, work conditions and environmental programs administered by~~have traveled to see factories where our ~~Global Compliance teams, as well as receives updates on issues of significance that~~goods are ~~encountered in our business.~~produced.

~~Code of Ethics; Code of Business Conduct and Ethics~~Management Succession Planning

~~We have~~The Nominating, Governance & Management Development Committee has implemented a ~~Code of Ethics~~detailed plan regarding succession planning. Succession plans for ~~our~~the Chief Executive Officer and ~~our~~the senior ~~financial officers. In addition, we have~~management team are updated at least annually, and the Committee presents a ~~Code of Business Conduct and Ethics for our directors, officers and employees. These codes are posted on our website,~~ ~~www.PVH.com. 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~~status report on ~~Form 8-K. Such disclosure would be posted within four business days following~~succession plans annually to the ~~date of~~full Board. The succession-planning process includes both identifying and developing plans for promising internal candidates and identifying external candidates. The plan includes mid-term and long-term solutions and arrangements in the ~~amendment or waiver.~~event an emergency arises.

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Corporate Governance Political and Lobbying Activities

Political and Lobbying Activities

~~It is our practice~~PVH does not to contribute to political candidates, parties ~~and~~or causes.

We do occasionally participate ~~from time-to-time~~ in lobbying activities, principally through our membership in industry associations. For example, we are involved in ongoing efforts not to have apparel and footwear imported into the U.S. from China subjected to additional tariffs. We believe additional tariffs would be damaging to retail sales, cause price increases and job losses, and would be excessive given the already elevated level of tariffs on these imports as compared to other product categories.

We were involved in 2017 in industry efforts on proposed U.S. tax reform and, in particular, lobbying against the suggestion that a border adjustment tax on imports be included in the broader reform plan. Similarly, we have been involved in recent efforts not to have apparel and footwear from China subjected to additional tariffs. We believe these would be damaging to retail sales, cause price increases and result in job losses, and, in the case of tariffs, would be excessive given the already elevated level of tariffs on these imports as compared to other product categories, in addition to other concerns.

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We were actively involved in 2014 and 2015 in seeking an extension of the African Growth and Opportunity Act (“AGOA”), which offers incentives for African countries to continue their efforts to open their economies and build free markets. We believe East Africa provides a potential opportunity for us to be involved in the vertically integrated production of apparel in an environment where our corporate responsibility standards can be implemented from the outset, including adherence to best practices in working conditions, workers’ rights, building and fire safety, and use of green energy sources. We continue to monitor the eligibility of the countries in sub-Saharan Africa where we produce in order to participate in AGOA ~~benefits.~~benefits, which, for producers like PVH, allows us to import goods into the U.S. on a duty-free basis.

~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Values and Corporate Responsibility

~~Based upon~~We believe that PVH is truly a unique organization, from our ~~review~~associates’ embodiment of our values — individuality, partnership, passion, integrity and accountability — to our ongoing commitment to Corporate Responsibility (“CR”), to our efforts to invest in the long-term success of our associates. We recognize our responsibility as an industry leader to consider CR throughout our strategic business decisions to positively affect human rights, protect the environment, foster inclusion and diversity, and sponsor community engagement. We believe that our success is not only measured by our business results, but how we achieve them.

As the conscience of our industry shifts toward more responsible, sustainable practices, we are positioning our business to be at the forefront of what’s next. We recently unveiled the next evolution of our CR strategy — Forward Fashion. The heart of this ambitious vision for the future is to reduce negative impact to zero, increase positive impacts to 100% and improve the over one million lives across our value chain. We believe that this strategy truly represents our purpose and the way we should all do business.

PVH would not be where it is today without our industry-leading talent. We believe our associates are a reflection of our organization and that it is our responsibility to encourage an inclusive environment, which ultimately inspires change from within. We believe we are developing a strong foundation for continued success by creating a workplace that appreciates our associates and acknowledges that our people are our greatest asset. We are proud to note that our efforts regularly are recognized publicly in a variety of ways, including appearing on Forbes’ list of Best Employers for Diversity, Fortune magazine’s list of the ~~filings furnished~~World’s Most Admired Companies, Forbes’ inaugural list of Best Employers for Women, and Top Five Lead Awards from HR.com in five categories, including Best Corporate University.

We invite you to ~~us pursuant to Rule 16a-3(e) promulgated under~~read our annual CR Report and learn more about how we drive fashion forward — for good — by visiting the Exchange Act and on representations from our officers and directors, all filing requirements of Section 16(a) of the Exchange Act were complied with during the fiscal year ended February 4, 2018, except that a Statement of Changes in Beneficial Ownership of Securities on Form 4 reporting the sale of 500 sharesCorporate Responsibility section of our ~~Common Stock on June 29, 2017~~website at PVH.com/responsibility.

You can learn more about our recognitions — which highlight the Power of PVH — by ~~Mary Baglivo, a director, was filed late.~~

~~COMPENSATION COMMITTEE REPORT~~

~~The Compensation Committee of~~visiting the ~~Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis~~Recognitions section of ~~this Proxy Statement. Based on this review and discussion, the Committee has recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.~~

~~Compensation Committee~~

~~Henry Nasella, Chairman~~
~~Craig Rydin~~
~~Amanda Sourry~~our website at PVH.com/company/recognitions.

PVH CORP. 2019 PROXY STATEMENT

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~~COMPENSATION DISCUSSION AND ANALYSIS~~Corporate Governance Meetings

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 attended the 2018 Annual Meeting of Stockholders, and we expect them all to attend the 2019 meeting as well. There were five meetings of the Board of Directors during 2018. All but one of the directors attended 100% of the aggregate number of meetings of the Board and the committees on which they served. One director missed one Board meeting.

[MISSING IMAGE: tv515132_txtbox-meeting.jpg]

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 Board and committee charters, Board policies, and Securities and Exchange Commission (“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, 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 sourcing 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 is convened offsite 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. The offsite 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.

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 Chairman and 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, other members of management other than the CEO 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.

		~~Introductory Note~~22
				~~This section explains our compensation program for the following individuals, who we refer to as our Named Executive Officers or NEOs:~~ * ~~Emanuel Chirico, Chairman and Chief Executive Officer,~~ PVH ~~Corp.~~CORP. 2019 PROXY STATEMENT	* ~~Michael A. Shaffer, Executive Vice President and Chief Operating & Financial Officer, PVH Corp.~~	* ~~Francis K. Duane, Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands~~	* ~~Daniel Grieder, Chief Executive Officer, Tommy Hilfiger Global and PVH Europe~~ * ~~Steven B. Shiffman, Chief Executive Officer, Calvin Klein~~

~~Executive Summary~~

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Corporate Governance Transactions with Related Persons

Transactions with Related Persons

SEC rules require us to disclose certain transactions with “related persons.” These are transactions, subject to certain exceptions, involving amounts in excess of $120,000 between PVH on one side and one of the ~~largest branded apparel companies~~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 transaction that meets these criteria is that Dominic Chirico, a son of Emanuel Chirico, has worked in our Calvin Klein business since September 2010. In 2018, Dominic Chirico received compensation of $295,611 consisting of salary and bonus.

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 ~~world,~~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 ~~a history going back over 135 years.~~related persons. We have ~~over 36,000~~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, ~~operating in over 40 countries. Our brand portfolio consists~~addresses matters such as conflicts of ~~nationally~~interest, insider trading, confidentiality of PVH’s proprietary information, and ~~internationally recognized brand names, including~~discrimination and harassment.

All of these documents are posted on our website at PVH.com/investor-relations/governance.

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Corporate Governance How to Contact the ~~global designer lifestyle brands,~~ ~~CALVIN KLEIN~~Board ~~and~~ ~~TOMMY HILFIGER, as well as~~ ~~Van Heusen~~, ~~IZOD~~, ~~ARROW~~, ~~Warner’s~~, ~~Olga, Eagle, True&Co. and~~ ~~Geoffrey Beene. We also license brands from third parties, including~~ ~~Speedo~~, ~~Kenneth Cole New York~~, ~~Kenneth Cole Reaction~~, ~~MICHAEL Michael Kors~~, ~~Michael Kors Collection, DKNY~~ ~~and~~ ~~Chaps. Our brand portfolio also includes various other owned, licensed and private label brands.~~

~~We design and market branded dress shirts, neckwear, sportswear, jeanswear, performance apparel, intimate apparel, underwear, swimwear, swim products, handbags, accessories, footwear~~

How to Contact the Board

Stockholders and other ~~related products. Our brands are positioned~~interested parties may send communications to ~~sell at various price points and in multiple channels~~the Board of ~~distribution and regions. This enables us to offer products to a broad range~~Directors (or specified group of consumers, while minimizing competition among our brands and reducing our reliance on any one demographic group, merchandise preference, price point, distribution channel or region. We also license our brands to third parties and joint ventures for product categories and in regions where we believe our partners’ expertise can better serve our brands.

~~Our directly operated businesses in North America in 2017 consisted principally of wholesale sales under our~~ ~~CALVIN KLEIN~~, ~~TOMMY HILFIGER~~, ~~Van Heusen~~, ~~IZOD~~, ~~ARROW~~, ~~Speedo~~, ~~Warner’s~~ ~~and~~ ~~Olga~~ ~~brands;~~individual directors, such as the ~~operation of digital commerce sites under the~~ ~~CALVIN KLEIN~~, ~~TOMMY HILFIGER~~, ~~Speedo~~ ~~and~~ ~~True&Co.~~ ~~brands;~~non-management directors and the ~~operation of retail stores, principally in premium outlet centers, primarily under our~~ ~~CALVIN KLEIN~~, ~~TOMMY HILFIGER~~ ~~and certain of our heritage brands. Our directly operated businesses outside of North America consisted principally of our wholesale and retail sales in Europe and Asia under our~~ ~~TOMMY HILFIGER~~ ~~brands; our wholesale and retail sales in Europe, Asia and Latin America under our~~ ~~CALVIN KLEIN~~ ~~brands; and the operation of digital commerce sites under the~~ ~~CALVIN KLEIN~~ ~~and~~ ~~TOMMY HILFIGER~~ ~~brands. Our licensing activities principally related~~presiding director). Any such communication should be addressed to the ~~licensing worldwide~~Board (or individual director) in care of ~~our~~ ~~CALVIN KLEIN~~the Secretary of PVH Corp., 200 Madison Avenue, New York, New York, 10016-3903.

Committees

The Board of Directors has four standing committees: Audit & Risk Management; Compensation; Nominating, Governance & Management Development; and ~~TOMMY HILFIGER~~ ~~trademarks for~~ Corporate Responsibility. Each committee has a ~~broad array~~written charter adopted by the Board of ~~product categories and for various regions.~~

~~2017 Performance~~

Our 2017 results exceeded our guidance, as well as consensus estimates. We believe our performance resulted from our strong execution of our Board-approved business plans, including continued investment in our brands, our digital commerce efforts, supply chain efficiencies and IT systems, in addition to our focus on driving consumer engagement and adapting to the evolving consumer environment. Our results were achieved despite significant geopolitical headwinds. We believe we were able to attain our results due to the power of our brands, the strength of our businesses and the skill and drive of our associates, including our Named Executive Officers.

We pride ourselves as an organization on managing our balance sheet efficiently. We generated healthy free cash flow, which enabled us to make strategic investments to the benefit of our stockholders — from our acquisition of True & Co., to restructuring one of our key sourcing relationships, to returning $250 million to stockholders through stock repurchases, to making term loan repayments totaling $250 million. We also took a disciplined approach to inventory management by leveraging our dynamic supply chain and reacting quickly in a fast-moving environment to preserve and expand our gross margins.

~~We believe~~Directors that ~~PVH~~ is ~~in a powerful position to deliver a sustainable trajectory of long-term growth and make positive impacts~~available on our ~~industry. Our strategic priorities will continue to serve as our guidelines for growth and we believe there are significant opportunities ahead for us.~~website at PVH.com/investor-relations/governance.

Audit & Risk Management Committee
Juan Figuereo (Chair), V. James Marino, Amy McPherson and Edward Rosenfeld 11 meetings in 2018			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 are independent 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.

Compensation Committee
Henry Nasella (Chair), Craig Rydin and Amanda Sourry 7 meetings in 2018			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 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 35. Our Chief Executive Officer; Chief Human Resources Officer; Senior 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 36. The Board has determined that all members of the Compensation Committee satisfy the independence requirements under NYSE listing standards and SEC rules. Each member also qualifies as an “outside” director, as defined under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as such section was in effect immediately before it was amended pursuant to the U.S. Tax Cuts and Jobs Act of 2017, and as a “non-employee” director under SEC Rule 16b-3. There were no interlocks or relationships involving any member of the Compensation Committee during 2018 that are required to be disclosed under the SEC’s rules or proxy regulations.

PVH CORP. 2019 PROXY STATEMENT

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~~For 2017:~~

*Corporate Governance

~~Earnings per share was $6.84 as compared to $6.79 in 2016 ($7.94~~5 Committees ~~vs. $6.80~~5 ~~on a non-GAAP basis).~~

~~Revenue was $8.9 billion, a 9% increase over 2016. The revenue increase included:~~

•

~~A 10% increase in our Calvin Klein business, driven by continued strength in Europe and China.~~

•

An 11% increase in our Tommy Hilfiger business, driven principally by outstanding performance across Europe and Asia, as well as the inclusion of a full first quarter of revenue from the Tommy Hilfiger business in China, which had been a joint venture until April 2016, when we purchased our partners’ interests.

~~Revenue in our Heritage Brands business was flat, including a 2% increase in comparable store sales.~~

~~EBIT decreased to $632 million from $789 million in 2016. EBIT on a non-GAAP basis for 2017 was $864 million~~5 ~~compared to $794 million~~5 ~~on a non-GAAP basis in 2016.~~

~~Our gross margins expanded.~~

~~Our earnings per share, revenue, and EBIT performance over the past three years was as follows:~~

Nominating, Governance & Management Development Committee
Joseph Fuller (Chair), Henry Nasella, Craig Rydin and, since June 2018, Amanda Sourry 5 meetings in 2018			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; ■ 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 ■ overseeing Board evaluations. The Board has determined that all members of the Nominating, Governance & Management Development Committee satisfy the independence requirements under NYSE listing standards.

Corporate Responsibility Committee
G. Penny McIntyre (Chair), Mary Baglivo and Brent Callinicos 4 meetings in 2018			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. 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, Black associates, members of the LGBTQ community and other communities within PVH), and other ways we advance our core values. The Board has determined that all members of the Corporate Responsibility Committee are independent under NYSE listing standards; the listing standards do not require committee members to be independent.

~~Reconciliations to GAAP amounts appear on~~ ~~Exhibit A~~

PVH CORP. 2019 PROXY STATEMENT.

~~Reconciliations to GAAP amounts appear on~~ ~~Exhibit A~~.

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~~Our over-performance against~~Director Compensation

Annual Retainers

Non-employee directors are paid annually in a combination of cash and restricted stock units, as shown below.

Recipient			Type of payment
Each non-employee director			$85,000, in cash
Each non-employee director			RSUs of our common stock with a value of approximately $145,000 on the grant date1
Chairperson of the Audit & Risk Management Committee			$40,000, in cash
Other members of the Audit & Risk Management Committee			$20,000, in cash
Chairperson of the Compensation Committee			$35,000, in cash
Other members of the Compensation Committee			$15,000, in cash
Chairpersons 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 director			$30,000, in cash

Each of our ~~peer group~~non-employee directors who was elected on June 21, 2018 received a grant of 940 RSUs.

In addition to these annual retainers, non-employee directors are reimbursed for their meeting-related expenses.

Directors who join the Board after our annual meeting are paid a pro rata portion of the applicable fees for the ~~one-, two-~~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. We currently have no such directors.

Our non-employee directors receive very limited benefits and ~~three-year periods ended 2017~~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 under our stock ownership guidelines to own shares of our common stock with an aggregate value equal to five times the 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 who have served on the Board for five years or more are currently in compliance with this requirement. 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. There are no stock ownership guidelines for directors designated for election by a stockholder having director nomination rights, of which we currently have none.

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Director Compensation Stock Ownership Guidelines

The following table provides information concerning the compensation of all individuals who served as directors during any portion of 2018, other than Mr. Chirico, whose compensation as an executive is set forth on the Summary Compensation Table on page 51.

Name	Fees Earned or Paid in Cash1 ($)		Stock Awards2,3 ($)		Option Awards3 ($)		All Other Compensation ($)		Total ($)
Mary Baglivo		102,500		145,136		N/A		N/A		247,636
Brent Callinicos		95,000		145,136		N/A		N/A		240,136
Juan R. Figuereo		125,000		145,136		N/A		N/A		270,136
Joseph B. Fuller		110,000		145,136		N/A		N/A		255,136
V. James Marino		105,000		145,136		N/A		N/A		250,136
G. Penny McIntyre		110,000		145,136		N/A		N/A		255,136
Amy McPherson		105,000		145,136		N/A		N/A		250,136
Henry Nasella		160,000		145,136		N/A		N/A		305,136
Edward R. Rosenfeld		105,000		145,136		N/A		N/A		250,136
Craig Rydin		110,000		145,136		N/A		N/A		255,136
Amanda Sourry		105,000		145,136		N/A		N/A		250,136

The fees earned or paid in cash to the directors consist of the following:

Name	Annual Director Fees ($)		Committee Chair Fees ($)		Committee Member Fees ($)		Presiding Director Fee ($)		Total ($)
Mary Baglivo		85,000		N/A		17,500		N/A		102,500
Brent Callinicos		85,000		N/A		10,000		N/A		95,000
Juan R. Figuereo		85,000		40,000		N/A		N/A		125,000
Joseph B. Fuller		85,000		25,000		N/A		N/A		110,000
V. James Marino		85,000		N/A		20,000		N/A		105,000
G. Penny McIntyre		85,000		25,000		N/A		N/A		110,000
Amy McPherson		85,000		N/A		20,000		N/A		105,000
Henry Nasella		85,000		35,000		10,000		30,000		160,000
Edward R. Rosenfeld		85,000		N/A		20,000		N/A		105,000
Craig Rydin		85,000		N/A		25,000		N/A		110,000
Amanda Sourry		85,000		N/A		20,000		N/A		105,000

The amounts are the aggregate grant date fair value of RSUs granted in 2018, which were the only equity awards granted to our directors in 2018. The fair value is equal to $154.40, the closing price of our common stock on the date of grant, multiplied by the number of RSUs granted.

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Director Compensation Stock Ownership Guidelines

The number of unexercised stock options and aggregate number of unvested RSUs for each of our directors as of February 3, 2019, were as follows:

Name

Option Awards
(#)

Stock Awardsa
(#)

Mary Baglivo

N/A

940

Brent Callinicos

N/A

940

Juan R. Figuereo

N/A

6,129b

Joseph B. Fuller

N/A

22,080c

V. James Marino

N/A

940

G. Penny McIntyre

N/A

5,006d

Amy McPherson

N/A

940

Henry Nasella

N/A

22,080c

Edward R. Rosenfeld

N/A

6,170e

Craig Rydin

N/A

12,028f

Amanda Sourry

N/A

940

Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant.

Settlement of 5,189 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 21,140 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 4,066 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 5,230 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 11,088 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

PVH CORP. 2019 PROXY STATEMENT

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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 compensation program emphasizes performance-based variable pay and equity performance to ensure a rigorous pay-for-performance culture. A significant majority (approximately 74% to 90% based on ~~revenue growth,~~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.


	The Board of Directors recommends a vote FOR approval of the compensation paid to 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. We must achieve earnings per share ~~and TSR is demonstrated in~~that falls within the ~~following graphs:~~

~~Earnings~~earnings per share ~~amounts used~~guidance range that management provides to the financial market at the beginning of each fiscal year to pay out bonuses at the target level, and business unit executives must achieve earnings goals for their respective business units. In both cases, the goals are based on the annual budget reviewed and approved by the Board of Directors, and the target levels typically are established above the prior year’s performance.

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.

■

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

■

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 ~~non-GAAP basis, as reported by us.~~long-term focus.

2Our total compensation packages are comparable to our peers.

~~Total Shareholder Return vs. S&P 500 is based on~~ When we establish compensation packages each year, we compare the ~~S&P 500 companies as of April 6, 2018, which differs from the S&P 500 companies used~~total compensation that each NEO can earn to ~~determine the performance share units payout~~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. The compensation package for our Chief Executive Officer, consistent with our emphasis on pay for performance, ~~period ended~~is heavily weighted on ~~April 27, 2018 (see~~ ~~discussion below).~~

long-term and performance-based elements. Compensation packages for our other NEOs are also heavily weighted on these elements, although not to the same degree as the CEO’s compensation package. In all cases, the weighting is consistent with those of their counterparts at our peers.

3Our 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, incorporates sound corporate governance practices, and foregoes elements that are considered poor pay practices.

~~Overall percentile ranking excludes TSR vs. S&P 500.~~

~~2017 Compensation Highlights~~The Board submits the following resolution to stockholders to indicate their non-binding advisory approval:

~~Explanatory Note~~: ~~The~~RESOLVED, that the compensation ~~discussion in this section includes information reflecting payouts of PSU awards made~~paid to ~~the~~PVH’s Named Executive Officers, ~~for a three-year performance cycle commencing on April 28, 2015 and ending on April 27, 2018,~~ as ~~we look at~~disclosed in this Proxy Statement pursuant to the ~~awards as if they were part~~rules of the SEC, including the Compensation Discussion & Analysis, compensation ~~of the NEOs paid as of the end of 2017. Certain of the information provided~~tables, and ~~discussed in this section will not be the same as the information provided in the Executive Compensation section as a result.~~

any related narrative discussion, is hereby APPROVED.

PVH CORP. 2019 PROXY STATEMENT

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Compensation
Discussion & Analysis

Contents
Compensation Discussion & Analysis
Executive Summary			30
2018 Executive Compensation Program			34
Executive Compensation Overview			35
Compensation Decisions for 2018			37
Other Benefits			46
Administration of our Compensation Programs			47
Risk Considerations in Compensation Programs			49

This section 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
EMANUEL CHIRICO	61	25	Chairman and Chief Executive Officer, PVH Corp.
MICHAEL A. SHAFFER	56	28	Executive Vice President and Chief Operating & Financial Officer, PVH Corp.
FRANCIS K. DUANE	62	20	Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands
DANIEL GRIEDER	57	221	Chief Executive Officer, Tommy Hilfiger Global and PVH Europe
STEVEN B. SHIFFMAN	61	26	Chief Executive Officer, Calvin Klein

Includes service with Tommy Hilfiger prior to our 2010 acquisition, as well as service as an independent sales agent for Tommy Hilfiger.

Executive Summary

2018 Performance Highlights

Our ~~stockholders overwhelmingly approved~~2018 results exceeded our plans and our long-term growth targets despite weaker than expected results in our Calvin Klein business, several department store bankruptcies and continued store closings, geopolitical pressures and a weakening macro-economic picture. We believe the ~~compensation~~ability of our ~~NEOs at~~teams to over-deliver against our ~~2017 Annual Meeting, with 94%~~Board-approved financial plans against this backdrop demonstrates the “Power of PVH” — the votes cast in favor of the advisory proposal (which is consistent with the results since voting was implemented in 2012). We interpret these results, coupled with discussions that we have had with investors, as a validationcombination of our ~~compensation program.~~ ~~See~~ ~~discussion on page~~ 35 ~~regarding stockholder engagement. As a result, we retained~~iconic brands, our ~~general approach to executive compensation, except for~~talented teams and the ~~“GRIP” awards described on page~~ 31~~. Additionally, based on the support~~wide range of ~~over 90%~~global growth opportunities in front of ~~the votes cast at our 2017 Annual Meeting, we will continue to hold this advisory vote on an annual basis.~~us.

We believe that significant opportunities for growth remain, as we continue to execute on our strategic priorities with an emphasis on driving long-term stockholder value creation. We expect these priorities, which include global expansion, a focus on driving consumer experience, investing in our operating platforms, and using our balance sheet to drive returns, will enable us to attain top line and bottom line growth over the ~~compensation paid for~~ next several years.

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CD&A EXECUTIVE SUMMARY 2018 Performance Highlights

$9.65				$9.7B
Earnings per share compared to $6.84 in 2017 ($9.60* vs. $7.94* on a non-GAAP basis)				In revenue, an 8% increase over 2017. The revenue increase included: ■ A 12% increase (10%* on a constant currency basis) in our Tommy Hilfiger business, driven principally by strong performance in all regions and channels. ■ An 8% increase (7%* on a constant currency basis) in our Calvin Klein business, driven by growth in Europe and Asia, as well as our North America wholesale business. ■ A 1% increase in our Heritage Brands business.

$892M

Earnings before interest and taxes (“EBIT”) increased to $892 million, inclusive of a $5 million positive impact due to foreign currency translation, from $632 million in 2017. EBIT on a non-GAAP basis for 2018 was $971 million*, inclusive of a $5 million positive impact due to foreign currency translation, compared to $864 million* on a non-GAAP basis in 2017.

Our earnings per share, EBIT, and prior years, including the changes in payouts of long-term incentive awards over time, which have ranged from zero to maximum levels and have been consistent with our performance against our peers, demonstrate that our pay for performance model works. Our strong financial performance for 2017 resulted in annual bonus payouts for all NEOs above target and generally at maximum levels. Additionally, improvedrevenue performance over the past three years ~~resulted~~was as follows:

[MISSING IMAGE: tv519032_chrt-bar12.jpg]

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CD&A EXECUTIVE SUMMARY 2018 Compensation Highlights

2018 Compensation Highlights

The following table shows the principal elements of the compensation program for our Named Executive Officers and the value attributable to each element for 2018, with the following conditions:

■

Base salaries are shown at the highest level for the year for NEOs who received mid-year salary increases.

■

Annual bonuses are shown at the target level payouts.

■

RSUs, stock options and performance share units (“PSUs”) are shown at the grant date value.

Some of the compensation figures discussed in this section will not be the same as the figures provided in the ~~payout~~Executive Compensation Tables section that begins on page 51 because of ~~PSU awards~~the foregoing conditions or for ~~the three-year performance cycle ended April 27, 2018 between target and maximum levels.~~reasons otherwise explained.

~~Annual Bonuses~~ [MISSING IMAGE: tv519032_comp-highlights.jpg]

~~Messrs. Chirico and Shaffer, whose bonus awards are based solely on corporate performance, and Messrs. Duane and Grieder, who receive awards~~Mr. Duane’s restricted stock unit grant was subject to ~~both corporate and business unit performance, received aggregate payouts at maximum levels.~~

~~Mr. Shiffman, who receives bonus awards subject to both corporate and business unit performance, received an aggregate payout between target and maximum levels.~~

~~Performance Share Unit Awards~~

~~Payouts were determined for the PSUs awarded to~~a three-year ratable vesting period, vesting on each of the ~~NEOs for~~first three anniversaries of the ~~three-year performance cycle ended April 27, 2018, which is after~~grant date pursuant to the ~~end~~terms of ~~fiscal 2017.~~his employment agreement. Please ~~See~~ ~~the Explanatory Note above. Half of each award was conditioned upon absolute stock price growth and half upon relative TSR growth.~~ ~~See~~see discussion on page 3041.

•2

~~The TSR portion~~Awards granted to US-based NEOs prior to 2018 were subject to achievement of a financial goal intended to satisfy the condition for deductibility under Section 162(m) of the Code. The measure was not included on awards ~~paid out above the midpoint between target~~made in 2018 and ~~maximum, as our TSR was~~is not expected to be used in the ~~74th percentile against~~future, as the ~~S&P 500.~~U.S. Tax Cuts and Jobs Act of 2017 eliminated the deduction for performance-based compensation under Section 162(m).

•3

~~The absolute stock performance portion~~Mr. Grieder’s salary and bonus are paid in euros and have been converted from Swiss francs at a franc-to-euro exchange rate of 0.8775, which was the ~~awards paid out at slightly below~~closing rate on February 1, 2019, the ~~midpoint between target and maximum, as stock price improved approximately 15%~~last business day of 2018. See “Special note about compensation for Mr. Grieder” on ~~an annualized basis over the period.~~page 34.

PVH CORP. 2019 PROXY STATEMENT

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CD&A EXECUTIVE SUMMARY Compensation Best Practices

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 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.3 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 do not make awards to our NEOs solely based on retention 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 accrue dividends or dividend equivalents on PSUs during the performance cycle. 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 our securities, hold 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. Our employment agreements do not provide for tax gross-ups or include long-term compensation in the calculation of the amount of severance payable.

This policy was adopted in 2018. Previously, all of our incentive compensation plans included clawback provisions. See “Clawback Policy” on page 48.

PVH CORP. 2019 PROXY STATEMENT

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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 2015, 2016 and 2017 as compared to our one-year and cumulative three-year TSR for each of those years; Mr. Chirico’s target total compensation was largely unchanged but his actual total compensation moves in coordination with our TSR. Target total compensation consists of salary, target bonus, the value of stock option and restricted stock unit (“RSU”) grants made in each year, the target value of performance share unit awards for the performance cycle beginning in each year, and, for 2015, one-third of the value of a special three-year PSU award made to numerous senior executives, including Mr. Chirico, in connection with our acquisition of The Warnaco Group, Inc. Actual total compensation includes actual salary, actual bonus paid, the value of stock option and restricted stock unit grants made in each year (~~i.e.~~CD&A ~~, the same value included in target total compensation) and, for 2017, the value as of April 27,~~ 2018 ~~of the payout earned on the PSUs for the performance cycle ended on that date. The alignment of pay is also consistent with the TSR for the S&P 500 index, as shown below the following graph.~~

EXECUTIVE COMPENSATION PROGRAM

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~~The charts below demonstrate that the compensation paid to our Named Executive Officers is generally consistent with the charts on page~~ 20 that show our performance for 2017 and the two- and three-year periods then ended as compared to our performance against our peer group and the target compensation of the NEOs’ peers. “Total cash compensation” consists of salary and bonus, and “total compensation” consists of salary, bonus, the value of stock option and restricted stock unit grants made in 2017 and the value of the payouts received on PSUs for the performance cycle ended April 27, 2018 ~~in the case of the NEOs, and the value at target of the long-term incentive awards granted in 2017, in the case of peer group executives.~~

~~CEO Compensation~~

*EXECUTIVE
COMPENSATION PROGRAM

There were no changes to Mr. Chirico’s cash compensation (base salary and bonus opportunity) or total compensation (base salary, bonus opportunity and grant date value of equity awards) opportunity.

Mr. Chirico’s PSU award continued to include a one-year holding requirement in the event a payout is earned. This holding requirement is in addition to his obligation under our ownership guidelines to hold shares equal to six times his base salary.

Mr. Chirico’s total compensation as reported in the Summary Compensation Table was $17.2 million in 2017, up 7% from 2016. Substantially all of this increase was a result of the increase in his pension value, which was principally attributable to an additional month of benefit accrual because the fiscal year covered parts of 13 calendar months, the decrease in the statutory discount rate as compared to 2016, new mortality rates prescribed in 2017 by the Internal Revenue Service applicable to lump sum payments, a decrease in interest rates applicable to lump sum payments and higher pensionable earnings in 2017 as compared to 2016.

~~Compensation of Other NEOs~~

~~We increased the base salaries of the other NEOs, other than Mr. Shaffer, to reflect their individual performance, business unit performance, internal pay equity and peer comparisons.~~

~~We increased Mr. Shaffer’s bonus opportunity and the value of his annual PSU award at target to reflect his performance, internal pay equity and peer comparisons.~~

~~We decreased the value of the RSU awards granted to Messrs. Duane and Shiffman, as they had received incremental increases in 2016 to award them for special initiatives and efforts completed in 2015.~~

We incrementally increased the value of the RSU award granted to Mr. Grieder to reflect the outperformance in 2016 of the businesses under his control. The incremental portion of this award cliff vested on the first anniversary of its grant.

We granted performance-based awards under our Long-Term Incentive Plan to Messrs. Duane, Grieder and Shiffman. These are cash awards for a three-year performance cycle that are based on cumulative business unit EBIT. We refer to them as “GRIP” (growth and retention incentive plan) awards.

~~TABLE OF CONTENTS~~

~~Pay for Performance~~

All NEOs saw an increase in total compensation. This is consistent with our performance during 2017 against our Board-approved business plans, which were the basis for the guidance we provided to investors at the beginning of the year. Our initial full year guidance on earnings per share on a non-GAAP basis was $7.30 to $7.40 and our non-GAAP earnings per share for purposes of bonus calculations was $8.14. Revenue, which was projected to increase 2%, increased 9%.

~~Other Highlights~~

We established a financial goal for the U.S.-based NEOs intended to qualify as performance-based under Section 162(m) of the Code which, if satisfied, funds the award pool for each of these NEOs at his respective maximum opportunity. Payouts of bonuses for all of the NEOs are then contingent principally upon achievement of each NEO’s respective earnings goals (corporate earnings per share for Messrs. Chirico and Shaffer; a mix of corporate earnings per share and business unit operating income for the other NEOs). In addition, we established non-financial strategic and performance criteria the progress or achievement against which can be assessed by us in order to modify payouts (upwards or downwards) by up to 25% of their respective base salaries but not in excess of their respective maximum opportunity. Mr. Shiffman received a 13% upward adjustment of his award based on his performance against the criteria established for 2017.

~~2017 Compensation Program~~

Philosophy and Approach

Our compensation program is a ~~pay for performance model based upon the philosophy that~~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, and reward them only if they attain these objectives. ~~As such,~~To that end, the bulk of each Named Executive Officer’s compensation package consists of short-term and long-term incentive awards that pay out only if we achieve specific financial and strategic targets, and equity awards that are linked to increases in stock value over ~~time, anchored by a competitive base salary.~~ ~~See~~ ~~charts on page~~ 25.time. Our strategic targets include advancing our corporate responsibility commitments to our associates, the workers in our ~~supply~~value chain, and the communities where we live and work, as we firmly believe ~~that our corporate responsibility~~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, and executives with the right background and skill sets are in demand. To ensure that we can recruit and retain the right people for PVH, when we establish compensation packages each year, we compare the total potential compensation that aeach 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 ~~charts~~ “Peer Group,” which begins on page 22) when establishing the compensation packages each year. We calculate the total compensation paid or expected to be paid to our Named Executive Officers at the end of each year and compare that amount to the total compensation paid to the comparable executives.

~~Daniel Grieder~~. The compensation package for Mr. Grieder is somewhat different than the other NEOs due to a number of factors, including his employment outside of the U.S. and his status as a non-U.S. taxpayer. Accordingly, not all of the discussion regarding our NEOs pertains to him. The principal differences relate to certain elements of our compensation program relating to tax deductibility of performance-based compensation, which is irrelevant to the compensation we pay Mr. Grieder, and differences in benefits, which are largely dictated by statute in Europe.

Mr. Grieder’s cash compensation is paid in euros but is based on a base salary level tied to Swiss francs, as Mr. Grieder is a resident of Switzerland. The Swiss franc to euro exchange rate we use to determine salary payments to Mr. Grieder is reset quarterly.

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~~Program Elements~~

The table shows the principal elements of our compensation program for our Named Executive Officers and the value attributable to each element for 2017. Base salaries are shown at the highest level for the year. ~~See~~ ~~discussion on page~~ 2743. ~~Bonus and GRIP awards are shown at the target level payouts. RSUs, stock options and PSUs are shown at the grant date value.~~

COMPENSATION
ELEMENT BASE
SALARY ANNUAL BONUS GRIP
AWARDS RESTRICTED
STOCK UNITS STOCK OPTIONS PERFORMANCE
SHARE UNITS
FREQUENCY Reviewed
Annually Eligibility reviewed
annually One-Time Eligibility reviewed
annually Eligibility reviewed
annually Eligibility reviewed
annually
FORM Cash Equity
FIXED VS.
AT RISK Fixed At-Risk
PERFORMANCE
CYCLE/VESTING N/A 1 year 3 years
4 years – vesting
25% on each of
1st, 2nd, 3rd and 4th
anniversaries of grant

4 years – vesting
25% on each of
1st, 2nd, 3rd and 4th
anniversaries of grant
3 years
PERFORMANCE MEASURES N/A
■
EPS for all NEOs

■
Business unit operating income for NEOs with divisional responsibilities

Business unit EBIT
Adjusted net income1
N/A Absolute stock price growth and relative TSR
2017 VALUES
Emanuel Chirico $1,350,000 $2,025,000 $0 $1,850,096 $2,280,669 $4,996,682
Michael A. Shaffer $900,000 $900,000 $0 $750,392 $619,565 $600,548
Francis K. Duane $1,125,000 $843,750 $300,000 $550,260 $452,115 $400,436
Daniel Grieder €886,6652 €886,665 €1,378,000 $1,200,2803 $576,028 $200,218
Steven B. Shiffman $950,000 $712,500 $1,500,000 $600,395 $495,652 $400,436

~~Applies only to the U.S.-based Named Executive Officers and is intended to satisfy the conditions for the deductibility of the awards under Section 162(m) of the Code.~~

~~Mr. Grieder’s salary is paid in euros and has been converted from Swiss francs at a franc to euro exchange rate of 0.9094, which was the average rate for the year.~~ ~~See~~ ~~discussion on page~~ 23.

~~A portion of Mr. Grieder’s RSU grant was subject to one-year cliff vesting.~~ ~~See~~ ~~discussion on page~~ 22 ~~and the Introductory Note on page~~ 27.

Our compensation program ~~does not prescribe~~and plans have flexibility that permits the use of a ~~specific formula for the mix~~variety of ~~pay elements but all NEO compensation packages use the same elements (other than the GRIP awards made to Messrs. Duane, Grieder and Shiffman, only), are weighted towards incentive~~ compensation elements ~~over base salary~~ and ~~long-term elements over annual elements. Additionally,~~varying terms. The Compensation Committee reviews the ~~percentage allocation among~~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 associates. In administering the ~~three types of equity awards generally is substantially similar, except for Mr. Chirico, whose awards are most heavily weighted towards PSUs, which are the most at-risk element.~~

~~We start with the median of the applicable peer group executives when setting the compensation packages for~~program each NEO and then consider both objective and subjective factors, such as job responsibility; individual, business unit and corporate performance; potential for advancement; tenure with the Company; and internal pay equity. Additionally,year, the Compensation Committee ~~receives input from management, particularly Mr. Chirico~~determines what elements to use, the terms of all awards and, with respect to performance cycles concluded, the ~~Chief Human Resources Officer. Mr. Chirico’s compensation package is determined based upon the Board’s assessment~~achievement of ~~his performance. Input from each director on several performance metrics leads~~financial goals and any payouts to ~~the cumulative assessment of his performance, which guides the Compensation Committee’s recommendation and the Board’s approval of his compensation package for the upcoming year.~~be made.

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		SPECIAL NOTE ABOUT COMPENSATION FOR MR. GRIEDER
		The compensation package for Mr. Grieder is somewhat different from the compensation paid to the other NEOs due to a number of factors, including his employment outside of the U.S. and his status as a non-U.S. taxpayer. Accordingly, not all of the discussion regarding our NEOs pertains to him. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Mr. Grieder’s cash compensation is paid in euros but is based on a base salary level tied to Swiss francs because he is a resident of Switzerland. The Swiss franc-to-euro exchange rate we use to determine salary payments to Mr. Grieder is reset quarterly. Historically, the construction of the compensation packages for our U.S.-based NEOs took into consideration the tax deductibility of performance-based compensation. This consideration was not relevant to Mr. Grieder’s compensation. As a result, there were some differences in the design of his compensation package. We have largely left the design of our U.S.-based NEO compensation packages intact even though the tax deduction for performance-based compensation has been eliminated (effective for compensation awarded beginning in 2018).

PVH CORP. 2019 PROXY STATEMENT

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Below are certain of our compensation practices. We do these things, or refrain from doing them, because we believe they align our compensation program (and our NEOs) with the interests of our stockholders, avoid excessive risk in our program or are considered best practices.

		~~Things We Do~~
		✓CD&A Executive Compensation Overview We engage with stockholders on inquiries regarding our compensation practices and the Chairman of the Compensation Committee is available at our Annual Meeting to answer questions regarding our compensation program. ✓ ~~Most compensation components are subject to our performance and the performance of our Common Stock, with an emphasis on long-term components.~~ ✓ ~~We establish performance targets that we believe are rigorous but do not encourage excessive risk.~~ ✓ ~~We use different financial measures for annual bonuses (earnings per share and business unit operating income) and PSU awards (relative TSR and absolute stock price).~~ ✓ ~~We regularly reassess the financial measures used with our performance based awards, as well as the mix of elements comprising our compensation program.~~ ✓ Our Chief Executive Officer is required to hold Common Stock with a value equal to six times his annual base salary. Our other NEOs must hold Common Stock with a value equal to three times their respective annual base salaries. In addition, Mr. Chirico must hold for one year his after-tax payouts of his PSU awards granted after 2015. ✓ ~~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.~~ ✓ ~~Our change in control arrangements are “double trigger.”~~ ✓ ~~We believe we provide robust disclosure of our compensation program and each NEO’s compensation package, including in regard to the performance measures we use, 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.6 ✓ ~~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.~~ ✓ ~~We conduct an annual risk assessment of our executive compensation program.~~

		~~Things We Do Not Do~~
		✘ ~~We have not made awards to our NEOs solely based on retention or to replace awards that did not or are not expected to pay out.~~ ✘ ~~We have not made outsized awards to induce someone to become employed by us.~~ ✘ ~~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 accrue dividends or dividend equivalents on PSUs during the performance cycle.~~ ✘ ~~We do not use an aspirational peer group. Our revenue places us between the fifth and sixth companies in the 2017 peer group (which includes 13 companies), as ranked by revenue.~~ ✘ ~~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 provide any special benefits or compensation upon the death of a NEO.~~ ✘ ~~We do not permit our NEOs to pledge our securities, hold securities in a margin account or engage in hedging or similar transactions.~~

~~This policy was adopted in 2018. Previously, all of our incentive compensation plans included clawback provisions.~~ ~~See~~ ~~discussion on page~~ 33.

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Executive Compensation Overview

Elements of Compensation

Our executive compensation program currently consists of six components with the following purposes:

Base salary, which provides a competitive amount of fixed compensation.

Bonus awards under the Performance Incentive Bonus Plan, which provide an annual opportunity to earn additional cash if PVH achieves predetermined objective performance goals.

Stock options under the 2006 Stock Incentive Plan, which provide an opportunity to benefit from long-term appreciation in the price of our common stock.

Restricted stock units under the 2006 Stock Incentive Plan, which directly align recipients’ long-term interests with those of our stockholders by constantly mimicking the value of our common stock.

Performance share units under the 2006 Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term objective performance goals.

GRIP (“growth and retention incentive plan”) awards under the Long-Term Incentive Plan, which provide an opportunity to earn additional cash if predetermined long-term objective performance goals are achieved.

Individual NEOs may not receive all six forms of compensation every year. Awards under the Long-Term Incentive Plan, in particular, are only made from time to time; no GRIP awards were made in 2018. Messrs. Duane, Grieder and Shiffman are the only NEOs who currently have outstanding GRIP awards. Payouts under those awards require their respective business units to achieve predetermined levels of earnings over a three-year period ending at the end of 2019.

Compensation Committee Process

Considerations when setting compensation

The Compensation Committee reviews annually the compensation packages for each of our Named Executive Officers. This includes their base salaries, annual and long-term bonus opportunities, the value of their unvested stock options and RSU 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 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 43.) Then we consider both objective and subjective factors, such as:

■

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

■

alignment with stockholder interests.

The Compensation Committee also receives input from management, particularly Mr. Chirico and the Chief Human Resources Officer, about compensation for the other NEOs.

Mr. Chirico’s compensation package is determined based upon the Board’s assessment of his performance. Input from each director on several performance metrics leads to the cumulative assessment of his performance (see discussion on page 22), which guides the Compensation Committee’s recommendation and the Board’s approval of his compensation package for the upcoming year. Generally speaking, we adjust Mr. Chirico’s compensation package less frequently than we adjust compensation for the other NEOs because the CEO’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.

PVH CORP.~~Introductory Note:~~ 2019 PROXY STATEMENTWe review annually the compensation packages for each of our Named Executive Officers. This includes their base salaries, annual bonus opportunities, value of annual stock option and RSU awards, PSU award opportunities, and the allocation among these elements. We do not prescribe a specific formula for the mix of pay elements other than to weigh variable pay elements over fixed pay and long-term pay elements over short-term pay elements. When setting the compensation packages for each NEO we consider both objective and subjective factors, such as job responsibility; individual, business unit and corporate performance; potential for advancement; tenure in role and with the Company; internal pay equity; market data for peers; pay history; retention; and alignment with stockholder interests. While the CEO’s compensation package is reviewed annually, adjustments and increases tend to be made less frequently than for the other NEOs, consistent with the heavy weighting of his compensation package on long-term and at-risk elements in comparison to the other NEOs.

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CD&A Executive Compensation Overview

Authority to grant equity awards

The Compensation Committee has sole authority to grant equity awards to the NEOs. The Committee has annually delegated limited authority to our Chief Executive Officer to make equity awards to other PVH associates—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 a year to any one associate of $300,000. In addition, in 2017 and 2018, the Committee delegated limited authority to our Chief Executive Officer to make discretionary equity awards to high-potential and high-performing executives below the senior executive level. Any awards made are in addition to an individual’s standard annual grant and subject to the parameters established by the Committee. For 2018, 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 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, and about base salaries, performance-based awards and equity grants for the current fiscal year. (See “Timing of Equity Awards” on page 47.) In addition, the Committee uses these 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 typically are focused on reviewing our compensation programs generally and discussing potential changes to the program, including to address corporate governance and regulatory developments. The Committee also uses these other meetings to address compensation issues relating to changes in executives and promotions among the executive ranks. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the financial measures used in incentive awards, and alternative plans and financial measures.

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. As such, they enable the Compensation Committee to see and evaluate the full range of executive compensation; understand the magnitude of potential payouts as a result 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 (“ClearBridge”) 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 and our Senior 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. Areas of focus in 2018 included performance measures, the relative allocation of target pay among the compensation elements, and whether to change the compensation program or the approach to constructing the NEO compensation packages in light of the change to the deductibility of performance-based compensation under U.S. tax law. The compensation consultant also assists the Committee in regard to 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, Senior Vice President, Global Compensation, Benefits and HR Systems, and the General Counsel review drafts of the materials the compensation consultant prepares for the Committee to ensure the accuracy of our internal data. These executives also provide guidance to the Committee regarding applicable matters such as associate perceptions and reactions, and legal and disclosure developments.

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CD&A Compensation Decisions for 2018

Compensation Decisions for 2018

Base Salaries

Objective~~. We pay base~~

Base salaries to provide our Named Executive Officers with a stable and secure source of income at a market-competitive level, ~~in order~~and also serve to retain and motivate these individuals.

Considerations.

Base salaries are established for each NEO primarily based upon ~~our~~market considerations, peer data, PVH’s overall performance, our expected performance, individual performance, and (for Messrs. Duane, Grieder and Shiffman) the performance of the business units for which ~~each~~an NEO has ~~responsibility, market considerations, peer data and other factors. Examples of these other factors include~~responsibility. For any particular NEO, the Compensation Committee also may consider time between salary increases, ~~promotion (and~~whether the ~~base salary of any predecessor in~~NEO was recently promoted or assumed additional responsibilities, the ~~position), expansion of responsibilities,~~NEO’s advancement potential and whether the ~~execution of~~NEO executed special or difficult ~~assignments. Additionally,~~assignments during the year. Finally, the Compensation Committee takes into account the relative salaries of our Named Executive Officers. NoUltimately, base salary decisions are subjective; no specific weight is ~~attributed~~assigned to any ~~of the factors; all factors~~deciding factor.

2018 decisions

Base salaries for our NEOs are ~~considered and a subjective determination is made.~~

~~2017 Decisions. Messrs. Duane, Grieder and Shiffman received~~shown below. The salary ~~increases; Messrs. Chirico and Shaffer did not.~~ ~~See~~ ~~the Introductory Note above. Salary~~ increases ~~are generally~~shown were effective on June 1, ~~of the year granted for U.S.-based executives and February 1 for European-based executives.~~2018.

Name 2017 Base Salary Increase from
Prior Year
(%)
Emanuel Chirico $1,350,000 —
Michael A. Shaffer $900,000 —
Francis K. Duane $1,125,000 2.3
Daniel Grieder
₣ 975,000
4.7
Steven B. Shiffman $950,000 2.7

Name	2018 base salary			2017 base salary			Increase %
EMANUEL CHIRICO		$	1,500,000		$	1,350,000		11.1%
MICHAEL A. SHAFFER		$	925,000		$	900,000		2.8%
FRANCIS K. DUANE		$	1,150,000		$	1,125,000		2.2%
DANIEL GRIEDER		₣	1,000,000		₣	975,000		2.6%
STEVEN B. SHIFFMAN		$	975,000		$	950,000		2.6%

~~Salary increases were generally based on the executive officers’ performance during 2016, expected performance~~Mr. Chirico’s base salary had last been increased in ~~2017, internal equity and peer data.~~2012.

Short-Term ~~Incentives~~

Incentives—Performance Incentive Bonus Plan

~~Objective. We make annual~~

	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 rigorous enough to provide cash compensation on an annual basis that is at-risk and contingent on the achievement of overall Company performance or business unit performance goals. We establish performance targets that we believe are rigorous but do not encourage excessive risk. As evidence of this rigor, over the past five years, annual bonuses ~~generally~~ have been at or below target once, somewhat above target twice and at or near maximum twice.

Considerations

~~Considerations~~. We believe annual bonuses are appropriate to ~~incentivize~~motivate the Named Executive Officers to execute against the budget and business plans ~~reviewed and~~ approved by our Board ~~at the beginning of~~ each ~~fiscal~~ year. These budgets are the basis of our earnings and other guidance, assessments of our performance in ~~our~~ earnings releases, and discussions with and presentations to investors. ~~Investor focus on our corporate~~

At the beginning of each year, the Compensation Committee makes three sets of decisions respecting annual bonuses:

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CD&A ��Compensation Decisions for 2018

2018 decisions

Potential bonus payouts

The Compensation Committee sets threshold, target and ~~business unit earnings is one factor taken into account in determining~~maximum payouts for each NEO, expressed as a percentage of the NEO’s base salary. For 2018, award opportunities were as follows:

Name	Threshold (% base salary)	Target (% base salary)	Maximum (% base salary)
EMANUEL CHIRICO	100	200	400
MICHAEL A. SHAFFER	50	100	200
FRANCIS K. DUANE	37.5	75	175
DANIEL GRIEDER	50	100	200
STEVEN B. SHIFFMAN	37.5	75	175

Mr. Chirico’s potential payouts were increased at each of threshold (from 75% to ~~use these measures~~100%), target (from 150% to 200%), and maximum (from 300% to 400%). There were no changes to the potential payouts for our ~~bonus awards.~~other NEOs.

~~2017 Decisions~~. The Committee established for Messrs. Chirico, Shaffer, Duane and Shiffman (all of whom are U.S.-based) a financial goal intended to qualify as performance-based under Section 162(m) of the Code which, if satisfied, funds the award pool for each of these NEOs at his respective maximum opportunity. Payouts ofFinancial metrics

Annual bonuses for ~~all the NEOs are then contingent principally~~Mr. Chirico and Mr. Shaffer were based entirely upon ~~achievement of their respective earnings goals (corporate~~ earnings per share of our common stock for ~~Messrs. Chirico and Shaffer;~~the year. Bonuses for NEOs with divisional responsibilities were based on both corporate earnings per share and ~~business unit~~ operating income for their respective business units, in the ~~other NEOs).~~ proportions shown below. We selected these two metrics because they are important to our investors.

Name	Earnings per share	Business unit operating income
EMANUEL CHIRICO	100%	N/A
MICHAEL A. SHAFFER	100%	N/A
FRANCIS K. DUANE Heritage Brands Portfolio	50%	50%
Daniel Grieder Tommy Hilfiger Global and Calvin Klein/Heritage Brands Europe	30%	70%
STEVEN B. SHIFFMAN Calvin Klein Global and The Underwear Group	30%	70%

Oversight of The Underwear Group was moved from Mr. Duane to Mr. Shiffman due to the importance of our Calvin Klein Underwear business to that group. Mr. Grieder’s responsibility for our Heritage Brands business activities in Europe was expanded beyond our Michael Kors dress furnishings business (his sole responsibility in 2017) to include an Izod sportswear business that was launched in Europe during 2018.

Non-financial criteria

Payouts for the NEOs also are ~~also subject to~~based upon individual performance against pre-established non-financial strategic and performance criteria, ~~we establish,~~ which ~~provides us with~~gives the ~~ability~~Compensation Committee some flexibility to modify ~~the~~ payouts ~~for the NEOs~~ (up or down) by up to 25% of ~~their respective~~an NEO’s base ~~salaries but~~salary, so long as an adjusted award does not ~~in excess of their respective~~

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exceed the NEO’s maximum opportunity. We ~~include~~added this additional component into the bonus awards in ~~order~~2017 to encourage and reward NEOs’ efforts to improve performance, develop and advance associates under their leadership, and lead progress against our corporate responsibility ~~commitments which~~commitments. These items either do not get captured by the financial goals or are expected to yield benefits only in the ~~long-term. Mr. Shiffman received a 13% upward adjustment~~future.

2018 results

Earnings per share

Payouts of ~~his award based on his performance against strategic criteria.~~

bonuses for all the NEOs were contingent principally upon achievement of their respective earnings goals (earnings per share for all NEOs and business unit operating income for certain NEOs). The earnings per share and business unit earnings goals at target were based on the budget approved by the Board at the beginning of ~~2017, with the other goals based off~~2018 and included a planned level of ~~the applicable target.~~ share repurchases.

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CD&A Compensation Decisions for 2018

The earnings per share goal at target also is ~~also directly related to~~typically at or near the midpoint of the earnings per share guidance range we give to investors at the beginning of each ~~year, typically being at or near the midpoint of the guidance range; the~~year. The earnings per share goal at target for ~~2017~~2018 was at the midpoint of our guidance, and was inclusive of an expected ~~$0.40~~$0.35 per share ~~negative~~positive impact related to foreign currency exchange rates. ItThe actual positive impact was ~~8.1% above our 2016 earnings~~only $0.05 per ~~share on a non-GAAP basis and 8.2% above our 2016 earnings per share on a GAAP basis. We include in~~share.

Once the ~~approved budget and earnings per share guidance (and, hence, our earnings per share goals) a planned level of share repurchases.~~

~~The~~target was established, we set the threshold ~~level~~ performance goal ~~for 2017 was~~at approximately 90% of target and the maximum ~~level~~ performance goal ~~was~~at approximately 110% of ~~target.~~target, as was the case in 2018. The threshold-to-maximum range ~~varies~~can vary from year to year based on the Compensation Committee’s evaluation of business but has been approximately 90% to 110% for each of the business environment, such as macroeconomic volatility and the consumer environment, although a specific formula or reference to any specific measures is not used. The performance goals for 2017 below and above target that needed to be achieved to attain the other performance levels were the same as used in 2016, within the range used in prior years and, as is typical, were equal in the difference from target (~~i.e., 10% in each direction).~~past three years.

Threshold Target Maximum
2017 Earnings Per Share Goal $ 6.60 $ 7.35 $ 8.10
2016 Earnings Per Share Goal $ 5.75 $ 6.40 $ 7.05
Increase From 2016 Earnings Per Share Goal 14.8% 14.8% 14.9%
Increase (Decrease) From 2016 Earnings Per Share Results1 (6.4)% 4.3% 14.9%

	Threshold	Target	Maximum
2018 earnings per share goal	$8.10	$9.05	$10.00
(Decrease) increase from 2017 bonus earnings per share results of $8.141	(0.5)%	11.2%	22.9%
2018 earnings per share2		$9.60
Goal achieved (as a percentage of target)		106.1%

This number is on a non-GAAP basis. Earnings per share on a GAAP basis for ~~bonus purposes~~2017 was ~~$7.05 for 2016.~~$6.84.

~~The~~2

This number is on a non-GAAP basis. Earnings per share on a GAAP basis for 2018 was $9.65.

Our earnings per share results were between the target and maximum goals. As a result, our NEOs received payouts on the EPS portion of their bonus awards granted to Messrs. Chirico, Shaffer, Duane and Shiffman (our U.S.-based NEOs) were subject to an initial requirement that we achieve $150 million of adjusted net income for 2017. Upon achieving that requirement,calculated using straight-line interpolation between their respective ~~bonus pools were fully funded at their~~target and maximum ~~level and they became eligible to receive bonus payouts based upon corporate earnings and,~~potential payouts.

Individual business units

Annual bonuses for Messrs. Duane, Grieder and Shiffman are based heavily on the ~~earnings~~operating income of the business units each leads. The threshold, target and maximum operating income goals applicable to each of these NEOs are set forth below, as well as the actual results and payout percentage for ~~which each had or shared responsibility.~~

~~We used $8.14 as our~~2018. Threshold performance goals typically are set at approximately 90% of target, and maximum performance goals typically are set at approximately 110% of target, consistent with the awards based on earnings per ~~share for determining 2017 bonus payouts against the corporate earnings per share goals that were established for 2017 bonus awards. This differs~~share. The threshold-to-maximum range can vary from ~~the earnings per share results on a non-GAAP basis reported~~year to ~~investors due to differences in adjustments made in connection with the grant of the bonus award from those management used when reporting results over the course of the~~ year based on ~~developments in~~ the ~~business.~~ ~~See~~ ~~discussion~~Compensation Committee’s evaluation of business conditions, but has been approximately 90% to 110% for each of the past three years.

Operating Income Goals

NEO	Business unit(s)	Threshold ($ and as % of target)			Target ($ and as % of target)			Maximum ($ and as % of target)			Actual ($ and as % of target)
FRANCIS K. DUANE	Heritage Brands Portfolio		$	131,000,000		$	153,525,000		$	175,500,000		$	157,982,000
FRANCIS K. DUANE	Heritage Brands Portfolio			85%			100%			114%			103%
DANIEL GRIEDER	Tommy Hilfiger Global and Calvin Klein/ Heritage Brands Europe		€	611,000,000		€	657,233,000		€	702,000,000		€	704,627,000
DANIEL GRIEDER				93%			100%			107%			107%
STEVEN B. SHIFFMAN	Calvin Klein Global and The Underwear Group		$	507,000,000		$	554,070,000		$	600,000,000		$	539,461,000
STEVEN B. SHIFFMAN	Calvin Klein Global and The Underwear Group			92%			100%			108%			97%

Each of Messrs. Duane, Grieder and Shiffman qualified for a payout of the portion of their annual bonus awards attributable to the earnings performance of their business units. These payouts, subject to the adjustments described below, were calculated on ~~page~~ 32~~. The $8.14 is~~ a ~~15.5% improvement upon~~straight-line interpolation basis from the ~~$7.05 earnings per share used for the payment of 2016 bonuses.~~

~~We changed Mr. Shaffer’s potential payout at target to 100% (from 80%) of his base salary. His~~ potential payouts ~~at threshold~~shown above. Payouts on the business unit portion of the annual awards were between target and maximum ~~as a percent of salary increased to 50% (from 37.5%) and 200% (from 175%), respectively.~~ ~~See~~ ~~the Introductory Note on page~~ 27.

Potential Payouts (% of Base Salary) Actual Payouts
Name Threshold Target Maximum % of Base Salary $
Emanuel Chirico 75 150 300 300 4,050,000
Michael A. Shaffer 50 100 200 200 1,800,000

for Mr. ~~Shiffman’s split between corporate and business unit allocations was changed to 30% corporate/70% business unit to align his allocations with~~Duane, at maximum for Mr. Grieder, and ~~the Calvin Klein business units~~between threshold and target for ~~which he had separate allocations were combined into one.~~ Mr. ~~Grieder’s maximum payout was raised to 200% of his base salary.~~ ~~See~~ ~~the Introductory Note on page~~ 27. Mr. Duane’s business unit earnings goal at target was higher than the target goal for 2016 but below 2016 actual performance. This reflected multiple changes in the industry affecting our Heritage Brands business, including the overall decline of the neckwear category, door closures by Macy’s and J. C. Penney, the bankruptcy of Sears Canada, reduced selling to Bon-Ton and Sears (U.S.) due to concerns about their financial health7~~, and the loss of sales attributable to our exit from underperforming licensed dress shirt lines.~~Shiffman.

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~~Bon-Ton filed for bankruptcy protection on the last day of fiscal 2017.~~

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Earnings Goals
Name (Business Divisions) Percentage of
Bonus Opportunity Threshold Target Maximum Actual
Francis K. Duane
(Total Heritage Brands and Total Underwear Group) 50 $ 210,000,000 $ 232,053,000 $ 255,000,000 $ 256,485,000
Daniel Grieder
(Total Tommy Hilfiger and Calvin Klein/Michael Kors Europe) 70 € 523,000,000 € 566,840,000 € 610,000,000 € 641,287,000
Steven B. Shiffman
(Total Calvin Klein) 70 $ 463,000,000 $ 505,786,000 $ 548,000,000 $ 509,273,000
Potential Payouts (% of Base Salary) Actual Payouts
Name Earnings
Component Threshold Target Maximum % of Base Salary €/$
Francis K. Duane Company 18.75 37.50 87.50 87.50 $ 984,375
Business Unit 18.75 37.50 87.50 87.50 $ 984,375
Daniel Grieder Company 15.00 30.00 60.00 60.00 € 499,278
Business Unit 35.00 70.00 140.00 140.00 € 1,164,983
Steven B. Shiffman Company 11.25 22.50 52.50 52.50 $ 498,750
Business Unit 26.25 52.50 122.50 58.28 $ 553,660

CD&A Compensation Decisions for 2018

Discretionary adjustments for non-financial criteria

In addition to the financial goals ~~and payouts~~ discussed ~~immediately~~ above, each ~~U.S.-based~~ NEO’s bonus award potentially was subject to adjustment based on the NEO’s performance against prescribed non-financial strategic and performance criteria. The Compensation Committee adjusted Mr. Duane’s bonus upward based upon certain efforts he made in 2018 to grow the Heritage Brands business. Mr. Shiffman’s bonus was adjusted downward due to issues in the Calvin Klein business related to a strategy he had developed. See the discussion below.

2018 annual bonus amounts

Annual bonuses for the NEOs were calculated using the following formulas and were then subject to adjustment for non-financial criteria, as described immediately above:

For Messrs. Chirico and Shaffer:

For Messrs. Duane, Grieder and Shiffman:

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The calculation of the actual bonus payout amounts is shown below.

	Earnings per share potential payouts (% of base salary)			Payout on earnings per share ($ and as % of base salary)	Business unit operating income potential payouts (% of base salary)			Payout on business unit operating income ($ and as % of base salary)	Discretionary adjustments ($ and as % of base salary)	Total annual bonus ($ and as % of base salary)
NEO	Threshold	Target	Maximum	Payout on earnings per share ($ and as % of base salary)	Threshold	Target	Maximum		Discretionary adjustments ($ and as % of base salary)	Total annual bonus ($ and as % of base salary)
EMANUEL CHIRICO	100.00	200.00	400.00	$4,736,850					$ —	$4,736,850
EMANUEL CHIRICO				315.79%						315.79%
MICHAEL A. SHAFFER	50.00	100.00	200.00	$1,460,483					$ —	$1,460,483
MICHAEL A. SHAFFER				157.89%						157.89%
FRANCIS K. DUANE	18.75	37.50	87.50	$764,175	18.75	37.50	87.50	$547,860	$240,000	$1,552,035
FRANCIS K. DUANE				66.45%				47.64%	20.87%	134.96%
DANIEL GRIEDER1	15.00	30.00	60.00	€419,677	35.00	70.00	140.00	€1,240,339	€ ��	€1,660,016
DANIEL GRIEDER1				47.37%				140.00%		187.37%
STEVEN B. SHIFFMAN	11.25	22.50	52.50	$388,733	26.25	52.50	122.50	$432,413	$(82,115)	$739,031
STEVEN B. SHIFFMAN				39.87%				44.35%	-8.42%	75.80%

Mr. Grieder’s bonus is paid in euros but is based on a salary level tied to Swiss francs, converted at a franc-to-euro exchange rate of 0.8860, which ~~provided us with~~was the ~~ability to modify (upward or downward)~~average rate for March 2019, the ~~payouts by up to 25% of their respective base salaries but not~~month in ~~excess of their respective maximum opportunity. The earnings goals on~~ which the awards for Messrs. Chirico, Shaffer, Duane and Grieder were established were achieved at or above maximum levels. As a result, each received bonus payouts at their maximum opportunity level. In determining these payouts, we also considered these NEOs’ performance against the non-financial strategic performance and criteria.payout was certified.

Mr. ~~Shiffman~~Duane received an upward adjustment of his bonus of ~~$120,000 (13%~~$240,000 (20.87% of his base salary) for his efforts leading our innovation program, the expansion of our digital efforts for the Heritage Brands business, including the ~~execution~~launch of three owned e-commerce sites, and the licensing of IZOD for sales by our Europe team.

Mr. Shiffman received a downward adjustment of his ~~initiative~~bonus of $82,115 (8.42% of his base salary). This adjustment was to ~~create a unified global vision~~reflect that Mr. Shiffman’s strategy for ~~our~~ ~~CALVIN KLEIN~~ ~~brand under one Chief Creative Officer, Raf Simons, and his management~~the Calvin Klein business resulted in performance issues in parts of the business, leading to the decision to exit the high-end “halo” Collection business and ~~creative organizations to facilitate Mr. Simons’ success and~~restructure other parts of the ~~business’s growth.~~organization.

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CD&A Compensation Decisions for 2018

Long-Term ~~Incentives~~

Incentives—Stock Options and Restricted Stock Units

Objective~~. We make annual~~

Annual grants under our 2006 Stock Incentive Plan of stock options and restricted stock units ~~to our NEOs in order to~~ align ~~their~~the NEOs’ interests with those of our stockholders. The value of these awards is ~~at-risk.~~at risk and varies with the price of our common stock.

Considerations.

We believe that stock options provide an incentive to recipients to increase stockholder value over the long ~~term, as~~term: the ~~maximum~~ benefit of a stock option is determined by how much the price of the underlying stock ~~options granted cannot be realized unless~~appreciates over the life of the option, and an option has no value if that stock price ~~appreciation occurs over a number of years.~~does not increase. Moreover, we believe that stock options have the potential to deliver more value to an executive than restricted stock units.

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, ~~they~~restricted stock units serve as a constant incentive, regardless of fluctuations in stock price.

We believe ~~that~~ the use of ~~both~~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.

~~2017 Decisions~~. 2018 decisions

We granted both stock options and restricted stock units to our Named Executive Officers during ~~2017.~~2018, except as noted below with regard to Mr. Duane. These awards vest at a rate of 25% on each of the first four anniversaries of the grant date, except as noted below with regard to Mr. Duane. 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 ~~unit awards granted~~units equal in number to ~~Messrs. Chirico, Shaffer,~~the number of restricted stock units that vest. Grantees may elect to have us withhold shares with a value on the vesting date equal to taxes that are owed.

We entered into a three-year employment agreement with Mr. Duane in March 2018. The agreement provided for him to receive a one-time grant of RSUs with a target grant date value of $3,300,000, and ~~Shiffman, who are on our U.S. payroll, were subject~~for no stock options to ~~a performance-based condition that is intended~~be granted. The target grant date value was equal to ~~satisfy~~three times the ~~conditions for the deductibility~~aggregate target grant date value of the awards under Section 162(m) of the Code, in addition to the time-based criteria for vesting. Specifically, the awards required us to achieve $150 million of adjusted net income for any of 2017, 2018, 2019 or 2020. We achieved the required level in 2017. As a result, each of these officersannual RSUs and stock options that he had received previously. These RSUs will vest in ~~his award, assuming he remains employed by us through each~~one-third increments on the first, second and third anniversaries of the ~~vesting dates, which end in 2021.~~

grant date.

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Long-Term Incentives—Performance Share Units

Objective~~. We make annual~~

Annual grants under our 2006 Stock Incentive Plan of performance share ~~units. The purpose of these awards is to~~units provide compensation that is ~~at-risk~~at risk and contingent on the achievement of ~~the selected~~pre-determined performance criteria over an extended period. Performance share units ~~have additional links~~also link to our performance and ~~alignment~~align with stockholder interests asbecause 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). ~~These awards also~~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 ~~2017 were subject to~~2018 have a three-year performance cycle ~~with 50% of the award subject to~~and will vest (or not) based on PVH’s performance against two financial metrics: absolute stock price performance (50% weight) and ~~50% subject to~~ relative total ~~shareholder~~stockholder return against the S&P ~~500.~~500 as constituted on the grant date (50% weight). We ~~implemented~~believe this structure for the ~~current structure in 2015 because we believe that it~~awards provides a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our ~~stockholders, as well as to address views that different financial measures should be used for annual and long-term incentive compensation. In establishing these awards, we~~stockholders. We regularly review the financial ~~measures used~~metrics and consider ~~alternative financial measures~~alternatives but ~~have determined~~continue to believe that relative total ~~shareholder~~stockholder return and absolute stock price performance best reflect increases in value for 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, Mr. Chirico is required to hold for one year the after-tax shares he receives upon payout. This holding requirement is in addition to his stock ownership guideline. See “Stock Ownership Requirements” on page 47.

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CD&A Compensation Decisions for 2018

2018 PSU awards

All of our Named Executive Officers received awards of performance share units in 2018 with respect to a performance cycle generally covering the second quarter of 2018 through the first quarter of 2021. Potential payouts of ~~performance share unit~~these awards are determined by taking the applicable monetary amounts at threshold, target, and maximum and converting ~~the~~each amount to a number of shares based on the value of our ~~Common Stock~~common stock when the award is granted.

~~2017 Decisions — New PSU Awards~~Performance measures

~~All of our Named Executive Officers received awards of~~The NEOs’ performance share ~~units in 2017 with respect to a performance cycle generally covering the second quarter of 2017 through the first quarter of 2020. One-half of each executive’s award is~~unit awards are subject to achievement of absolute stock price growth and ~~the other half is subject to our~~relative TSR ~~relative to the total shareholder return of the other companies included in~~against prescribed targets. The Compensation Committee set target performance for both metrics at levels higher than median performance by the S&P ~~500 Index at the time the awards were made. The target performance level for both pieces of the award exceed median performance.~~500. (The median three-year return for the S&P 500 averaged 8% for the last ten years.) ~~Additionally, Mr. Chirico’s awards~~The performance goals are ~~subject to the condition that he must hold the after-tax shares received upon a payout for one year following the payout. This holding requirement is in addition to his ownership guideline.~~ ~~See~~ ~~discussion on page~~ 26~~. The following are the performance goals:~~shown below.

Threshold Target Maximum
Compound Annual Growth in Stock Price (%) 5 10 20
Relative TSR (Percentile) 30th 55th 80th

	Threshold*	Target*	Maximum*
Compound annual growth in stock price (%)	5	10	20
Relative TSR (percentile)	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.

The following ~~are~~table shows the potential payouts and the ~~values~~number of ~~the payouts~~shares each payout represents on the grant ~~date:~~date.

Shares (#)
Award Values ($)1

Name Threshold Target Maximum Threshold Target Maximum
Emanuel Chirico 26,778 53,555 107,109 2,754,653 5,509,203 11,018,303
Michael A. Shaffer 2,811 5,621 11,242 289,168 578,232 1,156,465
Francis K. Duane 1,874 3,748 7,495 192,778 385,557 771,011
Daniel Grieder 937 1,874 3,748 96,389 192,778 385,557
Steven B. Shiffman 1,874 3,748 7,495 192,778 385,557 771,011

Name	Threshold ($)1		Threshold (# shares)		Target ($)1		Target (# shares)		Maximum ($)1		Maximum (# shares)
EMANUEL CHIRICO		2,567,686		16,022		5,135,211		32,043		10,270,262		64,085
MICHAEL A. SHAFFER		285,423		1,781		570,846		3,562		1,141,532		7,123
FRANCIS K. DUANE		190,389		1,188		380,618		2,375		761,075		4,749
DANIEL GRIEDER		95,194		594		190,389		1,188		380,618		2,375
STEVEN B. SHIFFMAN		190,389		1,188		380,618		2,375		761,075		4,749

The award values are equal to the number of shares multiplied by ~~$102.87,~~$160.26, the closing price of our ~~Common Stock~~common stock on the grant date. The award values are not calculated in the same manner as the grant date fair values ~~that~~we are required to ~~be included~~include in the Summary Compensation ~~Table.~~ ~~See~~ ~~pages~~Table, which begins on page 36 – 3751.

2018 Results

We made payouts of PSU awards for the three-year performance cycle that commenced April 26, 2016 and ended on April 25, 2019. We consider these awards to be part of the compensation paid to the NEOs as of the end of 2018.

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The TSR portion of the awards paid out between threshold and target levels, as our TSR was in the 45th percentile against the S&P 500 companies as of the grant date.

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~~TABLE OF CONTENTS~~The absolute stock performance portion of the awards paid out slightly below target level, as our stock price improved approximately 9.5% on an annualized basis over the period.

~~2017 Decisions —~~ Long-Term ~~Incentive Plan~~Incentives—2017 GRIP Awards

We granted GRIP awards under our cash-based Long-Term Incentive Plan in 2017 to incentivize Messrs. Duane, Grieder and Shiffman to drive the long-term strategy of their respective businesses, stimulate an entrepreneurial culture and enhance retention. These awards are unique to each ~~of the~~ participant’s business or businesses and are dependent upon ~~their~~the participants’ individual performance and ~~those~~the performance of their ~~teams;~~respective teams. We made similar awards, ~~were made~~with consistent goals, to ~~members of their leadership teams~~other executives within these business units to reflect their roles. The performance measure used for ~~these~~each NEO’s GRIP award is the EBIT of ~~their respective~~the NEO’s business ~~units~~unit(s) tied to ~~their respective~~the applicable three-year ~~plans.~~plan.

~~Below~~

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CD&A Compensation Decisions for 2018

Competitive Pay for Performance

Peer Group

ClearBridge reviews with the Committee annually the compensation peer group used in the prior year, along with potential additions or deletions from the group. The companies in the proposed 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. 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 ~~EBIT goals~~companies with which we compete for executive talent and ~~potential payouts~~because it helps the Compensation Committee assess the reasonableness of our compensation packages. Specifically, the 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.

The 2018 peer group consisted of companies with wholesale or retail apparel, accessories or related products businesses and 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. We did not make any changes in our peer group for 2018 from the group used for 2017.

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CD&A Compensation Decisions for 2018

PVH Performance Compared to Peer Group Performance

We have consistently been among the best in our peer group in terms of revenue growth, earnings per share and TSR, as shown below.

Earnings per share amounts used are on a non-GAAP basis, as reported by us.

Total stockholder return vs. S&P 500 is based on the S&P 500 companies as of March 12, 2019, which differs from the S&P 500 companies used to determine the performance share units payout for the performance period ended April 25, 2019 (see discussion on page 41).

Overall percentile ranking excludes TSR vs. S&P 500.

PVH Executive Compensation Compared to Peer Group Compensation

The charts below, which compare the compensation awarded to our NEOs to the compensation awarded to their counterparts in our peer group, demonstrate that the compensation paid to our NEOs is generally consistent with our competitive performance.

“Total cash compensation” consists of salary and bonus.

For the NEOs, “total compensation” consists of salary, bonus, the value of stock option and restricted stock unit grants made in 2018, and the value of the ~~GRIP awards. Potential~~ payouts received on PSUs for the performance cycle ended April 25, 2019. For peer group executives, “total compensation” includes the value at ~~threshold are 50%~~target of the ~~potential~~long-term incentive awards granted in 2018.

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CD&A Compensation Decisions for 2018

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.

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 ~~payout~~total compensation and ~~300% at maximum.~~actual total compensation for each of 2016, 2017 and 2018 as compared to our one-year and cumulative three-year TSR for each of those years. The ~~earnings goals shown in the table below represent cumulative EBIT~~alignment of pay also is consistent with TSR for the ~~three-year~~S&P 500 index, as shown below the following graph.

Target total compensation consists of salary, target bonus, the value of stock option and restricted stock unit grants made in each year, and the target value of performance ~~cycle. The goals are presented solely~~share unit awards for the ~~purpose~~performance cycle beginning in each year.

Actual total compensation includes actual salary, actual bonus paid, the value of ~~describing our compensation program. They are not management’s estimates~~stock option and restricted stock unit grants made in each year and, for 2018, the value as of ~~results or other guidance. Investors should not apply these goals to other contexts.~~April 25, 2019, of the payout earned on the PSUs for the performance cycle ended on that date.

Earnings Goals Potential Payouts
Name Threshold Target Maximum Threshold Target Maximum
Francis K. Duane $ 305,000,000 $ 321,000,000 $ 353,000,000 $ 150,000 $ 300,000 $ 900,000
Daniel Grieder € 1,760,000,000 € 1,853,000,000 € 2,038,000,000 € 689,000 € 1,378,000 € 4,132,000
Steven B. Shiffman $ 1,597,000,000 $ 1,681,000,000 $ 1,849,000,000 $ 750,000 $ 1,500,000 $ 4,500,000

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CD&A Other Benefits

Other Benefits

Our Named Executive Officers, other than Mr. Grieder, participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our 401(k) plan, “AIP”), Supplemental Savings Plan and Executive Medical Reimbursement Insurance Plan. Mr. Grieder participates in the Zwitserleven Pensioen Plan (a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam). In addition, Messrs. Chirico and Duane are parties to capital accumulation program agreements with ~~us.~~PVH. See ~~“Executive Compensation — Pension~~“Pension Benefits,” ~~“Executive Compensation — Non-qualified~~“Defined Benefit Plans,” and “Non-qualified Deferred Compensation” ~~and “Executive Compensation — Summary Compensation Table”~~ for a description of the U.S. programs.

We believe ~~that~~ the benefits offered under our retirement, pension and welfare plans serve a different purpose than do the other components of compensation. In general, ~~they~~these benefits are designed to provide a safety net ~~of protection~~ 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 and, in certain cases, clothing allowances and gym memberships.

*Clothing allowances.

We ~~provide~~provided clothing allowances for purchases ~~at our~~of CALVIN KLEIN ~~205W39NYC~~ ~~flagship store~~apparel to key executives of our Calvin Klein business, including Mr. Shiffman, as well as certain other executives who regularly speak publicly in order for them to portray the image of ~~our Company~~PVH and the CALVIN KLEIN brand.

*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 ~~work~~ 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 to use the ~~service~~car and driver for personal purposes — generally for his daily commute — as we believe this ~~service~~accommodation enables him to be more productive during this time.

~~Mr. Grieder is~~We also lease a ~~resident of Switzerland~~car and ~~receives~~employ a ~~housing allowance~~driver who drives executives to ~~cover housing expenses while working~~and from meetings, and provides other services (such as messenger services), in Amsterdam, where our European ~~operations are based. We believe this to be a common employment practice for key executives in Europe who work outside their home countries and return to their home countries for weekends.~~

•

~~We also pay for Mr. Grieder’s personal travel~~headquarters is located. The majority of the driver’s services (and, therefore, the costs ~~between Amsterdam and Zurich, subject to an annual cap, in accordance~~associated with the ~~practice of our Amsterdam office~~car) are for ~~all executives who commute to and from a home country.~~

•

~~Additionally,~~business purposes, although we ~~reimburse~~allow Mr. Grieder to use the car and driver for ~~annual tax services, subject to an annual cap. This is another benefit we provide to senior executives in Amsterdam who live in other countries.~~

personal purposes, which he has done on a limited basis.

*Sporting events.

As part of certain ~~of our~~ marketing activities, including sponsorships of the ~~National Football League’s~~ New York Giants and the ~~National Basketball Association’s~~ Brooklyn Nets, we have a limited number of tickets (including use of a suite) to ~~New York~~ Giants football games at MetLife Stadium and events at the Barclays Center. These are provided at no cost to us and ~~at times, may be used personally by our NEOs, as they~~ are available to all of our associates on a non-discriminatory ~~basis.~~basis, so they may at times be used personally by our NEOs. We also own rights to suites at Amsterdam Arena (home of Ajax Amsterdam, a team in the Eredivisie, the top soccer league in the Netherlands) and MetLife Stadium for the New York Jets, as well as a box at Arthur Ashe Stadium for the United States Tennis Association’s U.S. Open. Although primarily used for business purposes, tickets to the suites and box may on occasion be used personally by associates, including our NEOs.

		SPECIAL NOTE ABOUT BENEFITS FOR MR. GRIEDER
		Mr. Grieder is a resident of Switzerland and receives an allowance to cover housing expenses while working in Amsterdam. We believe this to be a common employment practice for key executives in Europe who work outside their home countries and return to their home countries for weekends. We also pay for Mr. Grieder’s personal travel costs between Amsterdam and Zurich, subject to an annual cap, in accordance with the practice of our Amsterdam office for all executives who commute to and from a home country. Finally, we reimburse Mr. Grieder for annual tax services, subject to an annual cap. This is another benefit we provide to senior executives in Amsterdam who live in other countries.

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CD&A Administration of our Compensation Programs

Administration of our Compensation Programs

~~General~~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. 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. As of the date of this Proxy Statement, all of the NEOs are in compliance with our stock ownership guidelines.

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~~Although this discussion and analysis is framed in terms of “our” (i.e~~., management’s) approach to compensation and speaks to actions taken by the Compensation Committee of the Board of Directors, our compensation program is a cooperative effort among management, the Committee and the full Board, with advice from ClearBridge. ClearBridge is engaged by, and reports directly to, the 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 non-employee director compensation.

Our compensation program and plans have flexibility that permit the use of other 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 associates. 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 achievement of financial goals and any payouts to be made.

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 acquisition and related restructuring and integration costs and subsequent changes in tax or accounting rules) 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 to be considered.

The corporate and business unit earnings targets discussed in this Proxy Statement all include adjustments and exclusions of the type ~~discussed.~~discussed above. These adjustments and exclusions may differ from those used by management when providing guidance and discussing results, particularly as a year progresses and unanticipated items are incurred, and as a multi-year performance cycle progresses and specific items are identified, actual costs are quantified and unanticipated items are incurred.results. As a result, the earnings results and targets discussed ~~above~~in this section may differ from, or may not in the future be aligned with, our reported earnings.

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 ~~prior to~~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.

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 ~~other~~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 itthe timing is not appropriate, ~~to make a grant at such time,~~ 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 ~~making a grant at~~taking such ~~other times.~~

~~Industry Peer Group~~

~~The Compensation Committee considers a study compiled by ClearBridge of compensation packages for executives in~~ an industry peer group, generally culled from public filings and published compensation benchmark surveys, as part of its review when considering compensation packages. On an annual basis, ClearBridge identifies companies involved in the wholesale or retail of apparel and related products that use similar channels of distribution and are of a comparable size to us and the Committee reviews, considers and approves the group. The peer group is used to provide market context for compensation decisions, both because these are the companies with which we compete for executive talent and it helps the Committee assess the reasonableness of our compensation packages.action.

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The peer group consists of public companies with wholesale or retail apparel or related products businesses that had revenues for their most recently completed fiscal year between approximately 42% and 190% of our annual revenue. We removed Abercrombie & Fitch Co. and Avon Products, Inc. and added Foot Locker, Inc. to our peer group for 2017. Abercrombie & Fitch Co. was removed because we determined their business and size were not sufficiently comparable to us. Avon Products, Inc. was removed because they sold their North America business and, therefore, were no longer considered sufficiently comparable. Foot Locker, Inc. was added because we believe its business and size are sufficiently comparable to ours.

~~Burberry Group plc~~

~~Luxottica Group S.p.A.~~

~~The Estee Lauder Companies Inc.~~

~~Foot Locker, Inc.~~

~~Michael Kors Holdings Limited~~

~~The Gap, Inc.~~

~~Hanesbrands Inc.~~

~~Ralph Lauren Corporation~~

~~Tiffany & Co.~~

~~L Brands, Inc.~~

~~Tapestry, Inc.~~

~~V.F. Corporation~~

~~Levi Strauss & Co.~~

Prohibition on Pledging and Hedging

We have a comprehensive ~~insider trading policy~~Insider Trading Policy that includes a prohibition on pledging our securities, holding ~~them~~our securities in a margin account or engaging in hedging and similar transactions in respect of ~~them.~~our securities. This policy, applicable to all officers ~~(as defined under the Exchange Act)~~ and directors, was put ~~into~~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.

~~Clawbacks~~

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CD&A Administration of our Compensation Programs

Clawback Policy

Through 2017, all of our incentive compensation plans had provisions that allow us to seek recovery against individual executive officers for ~~amounts~~incentive compensation paid ~~under the plan~~ in certain events due to fraud or misconduct. In 2018, we adopted a Clawback Policy that permits us to recover compensation in the event of a restatement of our financial statements or a material violation of a material company policy.

~~Internal Pay Equity~~Stockholder Engagement

Our discussions with stockholders cover a wide range of topics, but generally our conversations involve the following issues:

~~We do not have a policy regarding internal pay equity but we do review compensation levels~~

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Our acquisition strategy and plans, including with regard to ~~ensure that appropriate internal pay equity exists. In some cases, there are differences~~our stated intention to continue to assert more direct control over our global lifestyle brands, TOMMY HILFIGER and CALVIN KLEIN

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Our growth opportunities for each of our branded businesses, including regional and category opportunities

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Our long-term growth targets

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The competitive landscape and how we are positioned to gain market share

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Our consumer engagement initiatives, both globally and regionally

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Our initiatives to grow digital commerce

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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

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Capital allocation, including stock repurchases and dividend policy

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Our corporate responsibility program

We also engage with stockholders on our compensation ~~packages awarded~~practices, most notably on CEO compensation, and periodically seek input from them regarding our compensation program and the compensation paid to ~~our Named Executive Officers, such as differences in~~Mr. Chirico and the ~~percentage of base salary payable under our incentive awards. These differences are largely the result of benchmarking but also reflect the NEO’s seniority, relative pay, tenure in his position~~other senior executives. The Compensation Committee has discussed and ~~similar considerations. With these exceptions, our policies and decisions~~considered communications received from stockholders relating to our ~~NEO~~ compensation ~~packages~~program, and the Committee Chairman has responded to inquiries, where appropriate. In addition, the members of the Compensation Committee typically attend our Annual Meeting and are ~~substantially identical.~~available to answer questions regarding our compensation program.

Director Resignation Policy

The ~~following charts show~~election of directors in an uncontested election requires the ~~ratios~~affirmative vote of ~~Mr. Chirico’s target total direct compensation to that~~a majority of the ~~next highest paid executive officer~~votes cast at an annual meeting. Our Corporate Governance Guidelines provide that a director seeking re-election who does not obtain 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 ~~to that of the other NEOs for each of the past three years:~~

~~Federal Income Tax Deductibility of Executive Compensation~~

~~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 a company’s chief executive officer~~disclose its decision and the ~~three other most highly compensated executive officers, other than~~rationale behind it within 90 days from the ~~chief financial officer.~~date election results are certified. Our Corporate Governance Guidelines provide that 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 ~~limit was subject to certain exceptions, including an exclusion of qualified performance-based compensation. Compensation paid~~director who has tendered a resignation cannot participate in the Committee or received under our incentive plans (other than solely time-based restricted stock and restricted stock units) has been generally intended to satisfy the requirements for deductibility. Nonetheless, our philosophy and decisions were driven by factors not limited to deductibilityBoard discussions regarding that resignation.

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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. The process includes pairing a 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 ~~there were instances where we determined~~financial orientation program that ~~it was~~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 Senior Vice President, Business Development and Investor Relations 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 Human Resources Officer will report on human resources strategies, key talent and succession planning. In addition, senior executives in our ~~best interest to~~Tommy Hilfiger, Calvin Klein and Heritage Brands businesses provide ~~compensation that was not fully deductible. This was~~an overview of their respective businesses. The orientation also includes an introductory session with the ~~case, for example, when Mr. Chirico’s and Mr. Duane’s base salaries were set.~~

~~The U.S. Tax Cuts and Jobs Act of 2017 was enacted on December 22, 2017. This legislation made certain changes to Section 162(m)~~Chair or members of the ~~Code, effective for tax years beginning after December 31, 2017. These changes~~Board committee on which the new director will sit and may also include executives and outside advisors who work with that committee. SEC filings and other information are provided as a background resource. We endeavor to have all new directors visit our European headquarters in ~~part, subjecting the compensation~~Amsterdam within their first year of a company’s chief financial officer to the $1 million per year deduction limit and eliminating the exclusion for qualified performance-based compensation (subject to transition relief for certain performance-based compensation paid pursuant to a written agreement that was in effect on November 2, 2017). We have not made any material changes to our compensation program in response to the legislation, although we did eliminate the 162(m) goals from our annual RSU and bonus awards granted in 2018, while retaining the other performance measures and grant practices on bonuses (and PSU awards).service.

~~Employment Agreements, Termination of Employment and Severance~~

Ongoing Director Education

We have ~~employment agreements~~created a website for directors that is part of our PVH University learning management system. The site provides directors with access to information on director educational conferences and programs, our ~~Named Executive Officers. These agreements generally provide them with severance benefits while providing us with~~PVH Complies compliance training courses, and the ~~protections~~extensive library of ~~restrictive covenants.~~ courses we offer to our associates. The site identifies programs, conferences and classes recommended by other directors and our Talent Development Team.

We ~~use~~encourage directors to pursue educational opportunities to enable them to ~~attract~~better perform their duties and ~~retain qualified executives who could have job alternatives~~to learn about emerging issues. In addition, 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 ~~they might accept absent~~can be spent on director education, although we do evaluate the ~~arrangements. The material terms of these agreements are described on pages~~ 40courses and conferences to 43~~. ClearBridge has advised us~~make certain that the ~~employment agreements~~subject matter is appropriate for the director and their role. Directors are allowed to determine the amount of education they deem appropriate. However, our ~~U.S.-based executives provide benefits~~Corporate Governance Guidelines strongly encourage directors to attend at least one external director education program per year.

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 2018 to Hong Kong, Shanghai and Tokyo to visit our offices and retail operations there, and members of the Corporate Responsibility Committee have traveled to see factories where our goods are ~~generally “market,” particularly within our industry peer group.~~ produced.

Management Succession Planning

The ~~severance multiplier~~Nominating, Governance & Management Development Committee has implemented a detailed plan regarding succession planning. Succession plans for ~~Mr. Chirico is two times base salary~~the Chief Executive Officer and ~~target bonus (three times~~the senior management team are updated at least annually, and 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 identifying external candidates. The plan includes mid-term and long-term solutions and arrangements in the event of a change in control); the multiplier is one and a half times for Mr. Shaffer (two times in the event of a change in control), two times for Mr. Shiffman (regardless of whether there has been a change in control), and one times base salary for Mr. Grieder (or statutory severance, if greater), regardless of whether there has been a change in control and a prorated portion of his bonus. Mr. Duane receives a payout of the remainder of the compensation due under his employment contract. He is the only NEO with an ~~agreement for a term; all the other agreements are evergreen (although Mr. Grieder’s is subject to mandatory statutory retirement age).~~emergency arises.

~~Name~~	20	~~Description~~	~~SEC Filing~~
~~Emanuel Chirico~~		~~Second Amended and Restated Employment Agreement~~	* ~~Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.15~~
		~~First Amendment to Second Amended and Restated Employment Agreement~~	PVH CORP.* 2019 PROXY STATEMENT ~~Quarterly Report on Form 10-Q for the period ended May 2, 2010, Exhibit 10.1~~
		~~Second Amendment to Second Amended and Restated Employment Agreement~~	* ~~Quarterly Report on Form 10-Q for the period ended August 1, 2010, Exhibit 10.6~~
		~~Third Amendment to Second Amended and Restated Employment Agreement~~	* ~~Current Report on Form 8-K filed January 28, 2011, Exhibit 10.1~~
~~Michael A. Shaffer~~		~~Second Amended and Restated Employment Agreement~~	* ~~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~~
~~Francis K. Duane~~		~~Employment Agreement~~	* ~~Annual Report on Form 10-K for the fiscal year ended February 4, 2018, Exhibit 10.8~~
~~Daniel Grieder~~		~~Employment Contract~~	* ~~Quarterly Report on Form 10-Q for the quarter ended April 30, 2017, Exhibit 10.1~~
~~Steven B. Shiffman~~		~~Second Amended and Restated Employment Agreement~~ ~~First Amendment to Second Amended and Restated Employment Agreement~~	* ~~Annual Report on Form 10-K for the fiscal year ended February 1, 2015, Exhibits 10.25, 10.26 and 10.27~~
		~~Second Amendment to Second Amended and Restated Employment Agreement~~

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~~Change~~Corporate Governance Political and Lobbying Activities

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 are involved in ongoing efforts not to have apparel and footwear imported into the U.S. from China subjected to additional tariffs. We believe additional tariffs would be damaging to retail sales, cause price increases and job losses, and would be excessive given the already elevated level of tariffs on these imports as compared to other product categories.

We were involved in 2017 in industry efforts on proposed U.S. tax reform and, in particular, lobbying against the suggestion that a border adjustment tax on imports be included in the broader reform plan. We were actively involved in 2014 and 2015 in seeking an extension of the African Growth and Opportunity Act (“AGOA”), which offers incentives for African countries to continue their efforts to open their economies and build free markets. We believe East Africa provides a potential opportunity for us to be involved in the vertically integrated production of apparel in an environment where our corporate responsibility standards can be implemented from the outset, including adherence to best practices in working conditions, workers’ rights, building and fire safety, and use of green energy sources. We continue to monitor the eligibility of the countries in sub-Saharan Africa where we produce in order to participate in AGOA benefits, which, for producers like PVH, allows us to import goods into the U.S. on a duty-free basis.

Values and Corporate Responsibility

We believe that PVH is truly a unique organization, from our associates’ embodiment of our values — individuality, partnership, passion, integrity and accountability — to our ongoing commitment to Corporate Responsibility (“CR”), to our efforts to invest in the long-term success of our associates. We recognize our responsibility as an industry leader to consider CR throughout our strategic business decisions to positively affect human rights, protect the environment, foster inclusion and diversity, and sponsor community engagement. We believe that our success is not only measured by our business results, but how we achieve them.

PVH would not be where it is today without our industry-leading talent. We believe our associates are a reflection of our organization and that it is our responsibility to encourage an inclusive environment, which ultimately inspires change from within. We believe we are developing a strong foundation for continued success by creating a workplace that appreciates our associates and acknowledges that our people are our greatest asset. We are proud to note that our efforts regularly are recognized publicly in a variety of ways, including appearing on Forbes’ list of Best Employers for Diversity, Fortune magazine’s list of the World’s Most Admired Companies, Forbes’ inaugural list of Best Employers for Women, and Top Five Lead Awards from HR.com in five categories, including Best Corporate University.

We invite you to read our annual CR Report and learn more about how we drive fashion forward — for good — by visiting the Corporate Responsibility section of our website at PVH.com/responsibility.

You can learn more about our recognitions — which highlight the Power of PVH — by visiting the Recognitions section of our website at PVH.com/company/recognitions.

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Corporate Governance Meetings

Meetings

Board meetings typically cover four categories of business, as described below.

Transaction-related discussions and approvals. The Board discusses issues such as financings, acquisitions and joint ventures when they arise.

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 Chairman and Chief Executive Officer and a preview of some of the key issues confronting management. In ~~Control Provisions~~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, other members of management other than the CEO will be invited to participate with respect to discrete items.

CEO Evaluation

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Corporate Governance Transactions with Related Persons

Transactions with Related Persons

■

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 transaction that meets these criteria is that Dominic Chirico, a son of Emanuel Chirico, has worked in our Calvin Klein business since September 2010. In ~~Equity Plans~~2018, Dominic Chirico received compensation of $295,611 consisting of salary and ~~Awards~~bonus.

■

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 the Conflict of Interest Policy and all disclosures are discussed annually with the Audit & Risk Management Committee.

Governing Documents

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 are posted on our website at PVH.com/investor-relations/governance.

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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

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.

Audit & Risk Management Committee
Juan Figuereo (Chair), V. James Marino, Amy McPherson and Edward Rosenfeld 11 meetings in 2018			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 are independent 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.

Compensation Committee
Henry Nasella (Chair), Craig Rydin and Amanda Sourry 7 meetings in 2018			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 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 35. Our Chief Executive Officer; Chief Human Resources Officer; Senior 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 36. The Board has determined that all members of the Compensation Committee satisfy the independence requirements under NYSE listing standards and SEC rules. Each member also qualifies as an “outside” director, as defined under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as such section was in effect immediately before it was amended pursuant to the U.S. Tax Cuts and Jobs Act of 2017, and as a “non-employee” director under SEC Rule 16b-3. There were no interlocks or relationships involving any member of the Compensation Committee during 2018 that are required to be disclosed under the SEC’s rules or proxy regulations.

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Corporate Governance Committees

Nominating, Governance & Management Development Committee
Joseph Fuller (Chair), Henry Nasella, Craig Rydin and, since June 2018, Amanda Sourry 5 meetings in 2018			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; ■ 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 ■ overseeing Board evaluations. The Board has determined that all members of the Nominating, Governance & Management Development Committee satisfy the independence requirements under NYSE listing standards.

Corporate Responsibility Committee
G. Penny McIntyre (Chair), Mary Baglivo and Brent Callinicos 4 meetings in 2018			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. 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, Black associates, members of the LGBTQ community and other communities within PVH), and other ways we advance our core values. The Board has determined that all members of the Corporate Responsibility Committee are independent under NYSE listing standards; the listing standards do not require committee members to be independent.

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Director Compensation

Annual Retainers

Non-employee directors are paid annually in a combination of cash and restricted stock units, as shown below.

Recipient			Type of payment
Each non-employee director			$85,000, in cash
Each non-employee director			RSUs of our common stock with a value of approximately $145,000 on the grant date1
Chairperson of the Audit & Risk Management Committee			$40,000, in cash
Other members of the Audit & Risk Management Committee			$20,000, in cash
Chairperson of the Compensation Committee			$35,000, in cash
Other members of the Compensation Committee			$15,000, in cash
Chairpersons 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 director			$30,000, in cash

Each of our non-employee directors who was elected on June 21, 2018 received a grant of 940 RSUs.

In addition to these annual retainers, non-employee directors are reimbursed for their meeting-related expenses.

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. We currently have no such directors.

Our non-employee directors receive very limited 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

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Director Compensation Stock Ownership Guidelines

Name	Fees Earned or Paid in Cash1 ($)		Stock Awards2,3 ($)		Option Awards3 ($)		All Other Compensation ($)		Total ($)
Mary Baglivo		102,500		145,136		N/A		N/A		247,636
Brent Callinicos		95,000		145,136		N/A		N/A		240,136
Juan R. Figuereo		125,000		145,136		N/A		N/A		270,136
Joseph B. Fuller		110,000		145,136		N/A		N/A		255,136
V. James Marino		105,000		145,136		N/A		N/A		250,136
G. Penny McIntyre		110,000		145,136		N/A		N/A		255,136
Amy McPherson		105,000		145,136		N/A		N/A		250,136
Henry Nasella		160,000		145,136		N/A		N/A		305,136
Edward R. Rosenfeld		105,000		145,136		N/A		N/A		250,136
Craig Rydin		110,000		145,136		N/A		N/A		255,136
Amanda Sourry		105,000		145,136		N/A		N/A		250,136

The fees earned or paid in cash to the directors consist of the following:

Name	Annual Director Fees ($)		Committee Chair Fees ($)		Committee Member Fees ($)		Presiding Director Fee ($)		Total ($)
Mary Baglivo		85,000		N/A		17,500		N/A		102,500
Brent Callinicos		85,000		N/A		10,000		N/A		95,000
Juan R. Figuereo		85,000		40,000		N/A		N/A		125,000
Joseph B. Fuller		85,000		25,000		N/A		N/A		110,000
V. James Marino		85,000		N/A		20,000		N/A		105,000
G. Penny McIntyre		85,000		25,000		N/A		N/A		110,000
Amy McPherson		85,000		N/A		20,000		N/A		105,000
Henry Nasella		85,000		35,000		10,000		30,000		160,000
Edward R. Rosenfeld		85,000		N/A		20,000		N/A		105,000
Craig Rydin		85,000		N/A		25,000		N/A		110,000
Amanda Sourry		85,000		N/A		20,000		N/A		105,000

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Director Compensation Stock Ownership Guidelines

The number of unexercised stock options and aggregate number of unvested RSUs for each of our directors as of February 3, 2019, were as follows:

Name

Option Awards
(#)

Stock Awardsa
(#)

Mary Baglivo

N/A

940

Brent Callinicos

N/A

940

Juan R. Figuereo

N/A

6,129b

Joseph B. Fuller

N/A

22,080c

V. James Marino

N/A

940

G. Penny McIntyre

N/A

5,006d

Amy McPherson

N/A

940

Henry Nasella

N/A

22,080c

Edward R. Rosenfeld

N/A

6,170e

Craig Rydin

N/A

12,028f

Amanda Sourry

N/A

940

Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant.

Settlement of 5,189 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 21,140 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 4,066 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 5,230 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 11,088 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

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PROPOSAL 2

Advisory Vote on Executive Compensation

Our compensation program emphasizes performance-based variable pay and equity performance to ensure a rigorous pay-for-performance culture. A significant majority (approximately 74% 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.


	The Board of Directors recommends a vote FOR approval of the compensation paid to 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. We must achieve earnings per share that falls within the earnings per share guidance range that management provides to the financial market at the beginning of each fiscal year to pay out bonuses at the target level, and business unit executives must achieve earnings goals for their respective business units. In both cases, the goals are based on the annual budget reviewed and approved by the Board of Directors, and the target levels typically are established above the prior year’s performance.

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.

■

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

■

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. The compensation package for our Chief Executive Officer, consistent with our emphasis on pay for performance, is heavily weighted on long-term and performance-based elements. Compensation packages for our other NEOs are also heavily weighted on these elements, although not to the same degree as the CEO’s compensation package. 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, 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:

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.

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Compensation
Discussion & Analysis

Contents
Compensation Discussion & Analysis
Executive Summary			30
2018 Executive Compensation Program			34
Executive Compensation Overview			35
Compensation Decisions for 2018			37
Other Benefits			46
Administration of our Compensation Programs			47
Risk Considerations in Compensation Programs			49

This section 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
EMANUEL CHIRICO	61	25	Chairman and Chief Executive Officer, PVH Corp.
MICHAEL A. SHAFFER	56	28	Executive Vice President and Chief Operating & Financial Officer, PVH Corp.
FRANCIS K. DUANE	62	20	Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands
DANIEL GRIEDER	57	221	Chief Executive Officer, Tommy Hilfiger Global and PVH Europe
STEVEN B. SHIFFMAN	61	26	Chief Executive Officer, Calvin Klein

Includes service with Tommy Hilfiger prior to our 2010 acquisition, as well as service as an independent sales agent for Tommy Hilfiger.

Executive Summary

2018 Performance Highlights

Our 2018 results exceeded our plans and our long-term growth targets despite weaker than expected results in our Calvin Klein business, several department store bankruptcies and continued store closings, geopolitical pressures and a weakening macro-economic picture. We believe the ability of our teams to over-deliver against our Board-approved financial plans against this backdrop demonstrates the “Power of PVH” — the combination of our iconic brands, our talented teams and the wide range of global growth opportunities in front of us.

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CD&A EXECUTIVE SUMMARY 2018 Performance Highlights

$9.65				$9.7B
Earnings per share compared to $6.84 in 2017 ($9.60* vs. $7.94* on a non-GAAP basis)				In revenue, an 8% increase over 2017. The revenue increase included: ■ A 12% increase (10%* on a constant currency basis) in our Tommy Hilfiger business, driven principally by strong performance in all regions and channels. ■ An 8% increase (7%* on a constant currency basis) in our Calvin Klein business, driven by growth in Europe and Asia, as well as our North America wholesale business. ■ A 1% increase in our Heritage Brands business.

$892M

Our earnings per share, EBIT, and revenue performance over the past three years was as follows:

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CD&A EXECUTIVE SUMMARY 2018 Compensation Highlights

2018 Compensation Highlights

The following table shows the principal elements of the compensation program for our Named Executive Officers and the value attributable to each element for 2018, with the following conditions:

■

Base salaries are shown at the highest level for the year for NEOs who received mid-year salary increases.

■

Annual bonuses are shown at the target level payouts.

■

RSUs, stock options and performance share units (“PSUs”) are shown at the grant date value.

Some of the compensation figures discussed in this section will not be the same as the figures provided in the Executive Compensation Tables section that begins on page 51 because of the foregoing conditions or for reasons otherwise explained.

Mr. Duane’s restricted stock unit grant was subject to a three-year ratable vesting period, vesting on each of the first three anniversaries of the grant date pursuant to the terms of his employment agreement. Please see discussion on page 41.

Awards granted to US-based NEOs prior to 2018 were subject to achievement of a financial goal intended to satisfy the condition for deductibility under Section 162(m) of the Code. The measure was not included on awards made in 2018 and is not expected to be used in the future, as the U.S. Tax Cuts and Jobs Act of 2017 eliminated the deduction for performance-based compensation under Section 162(m).

Mr. Grieder’s salary and bonus are paid in euros and have been converted from Swiss francs at a franc-to-euro exchange rate of 0.8775, which was the closing rate on February 1, 2019, the last business day of 2018. See “Special note about compensation for Mr. Grieder” on page 34.

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CD&A EXECUTIVE SUMMARY Compensation Best Practices

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 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.3 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 do not make awards to our NEOs solely based on retention 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 accrue dividends or dividend equivalents on PSUs during the performance cycle. 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 our securities, hold 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. Our employment agreements do not provide for tax gross-ups or include long-term compensation in the calculation of the amount of severance payable.

This policy was adopted in 2018. Previously, all of our incentive compensation plans included clawback provisions. See “Clawback Policy” on page 48.

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CD&A 2018 EXECUTIVE COMPENSATION PROGRAM

2018 EXECUTIVE
COMPENSATION PROGRAM

Philosophy and Approach

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, and reward them only if they attain these objectives. To that end, the bulk of each Named Executive Officer’s compensation package consists of short-term and long-term incentive awards that pay out only if we achieve specific financial and strategic targets, and equity awards that are linked to increases in stock value over time. Our strategic targets include 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, and executives with the right background and skill sets are in demand. To ensure that we can recruit 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,” which begins on page 43.)

Our compensation program and plans have flexibility that permits 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 associates. 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 achievement of financial goals and any payouts to be made.

		SPECIAL NOTE ABOUT COMPENSATION FOR MR. GRIEDER
		The compensation package for Mr. Grieder is somewhat different from the compensation paid to the other NEOs due to a number of factors, including his employment outside of the U.S. and his status as a non-U.S. taxpayer. Accordingly, not all of the discussion regarding our NEOs pertains to him. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Mr. Grieder’s cash compensation is paid in euros but is based on a base salary level tied to Swiss francs because he is a resident of Switzerland. The Swiss franc-to-euro exchange rate we use to determine salary payments to Mr. Grieder is reset quarterly. Historically, the construction of the compensation packages for our U.S.-based NEOs took into consideration the tax deductibility of performance-based compensation. This consideration was not relevant to Mr. Grieder’s compensation. As a result, there were some differences in the design of his compensation package. We have largely left the design of our U.S.-based NEO compensation packages intact even though the tax deduction for performance-based compensation has been eliminated (effective for compensation awarded beginning in 2018).

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CD&A Executive Compensation Overview

Executive Compensation Overview

Elements of Compensation

Our executive compensation program currently consists of six components with the following purposes:

Base salary, which provides a competitive amount of fixed compensation.

Bonus awards under the Performance Incentive Bonus Plan, which provide an annual opportunity to earn additional cash if PVH achieves predetermined objective performance goals.

Stock options under the 2006 Stock Incentive Plan, ~~was amended~~which provide an opportunity to benefit from long-term appreciation in ~~2014~~the price of our common stock.

Performance share units under the 2006 Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term objective performance goals.

GRIP (“growth and retention incentive plan”) awards under the Long-Term Incentive Plan, which provide ~~that~~an opportunity to earn additional cash if predetermined long-term objective performance goals are achieved.

Individual NEOs may not receive all six forms of compensation every year. Awards under the Long-Term Incentive Plan, in particular, are only made from time to time; no GRIP awards ~~vest after~~were made in 2018. Messrs. Duane, Grieder and Shiffman are the only NEOs who currently have outstanding GRIP awards. Payouts under those awards require their respective business units to achieve predetermined levels of earnings over a ~~change~~three-year period ending at the end of 2019.

Compensation Committee Process

Considerations when setting compensation

■

job responsibility;

■

individual, business unit, and company performance;

■

potential for advancement;

■

tenure in ~~control (provided~~role and with PVH;

■

internal pay equity;

■

pay history;

■

retention considerations; and

■

alignment with stockholder interests.

The Compensation Committee also receives input from management, particularly Mr. Chirico and the Chief Human Resources Officer, about compensation for the other NEOs.

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CD&A Executive Compensation Overview

Authority to grant equity awards

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, and about base salaries, performance-based awards and equity grants for the current fiscal year. (See “Timing of Equity Awards” on page 47.) In addition, the Committee uses these 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 typically are ~~assumed by~~focused on reviewing our compensation programs generally and discussing potential changes to the ~~acquirer) upon~~program, including to address corporate governance and regulatory developments. The Committee also uses these other meetings to address compensation issues relating to changes in executives and promotions among the ~~earlier~~executive ranks. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the ~~original vesting date or a termination of employment (other than for cause or voluntarily without good reason) within two years of the change~~financial measures used in ~~control (i.e., double trigger). The equity~~incentive awards, ~~we granted prior to 2014 automatically vest upon a change in control (i.e., single trigger).~~and alternative plans and financial measures.

Use of ~~Tally Sheets~~tally sheets

~~We review~~The Compensation Committee reviews tally sheets annually. ~~The~~Each NEO’s tally ~~sheets cover~~sheet covers prior year compensation and proposed compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites, and benefits. ~~They~~Tally sheets also ~~cover eight different termination of employment scenarios and up to 12 elements of compensation applicable to the relevant executive.~~

~~The tally sheets~~ illustrate compensation opportunities and benefits and quantify payments and other value an executive would receive in ~~the~~ various termination of employment scenarios, meaning they show full “walk away” values. As such, they enable the Compensation Committee to see and evaluate the full range of executive ~~compensation,~~compensation; understand the magnitude of potential payouts as a result of retirement, change in control, and other events resulting in termination of ~~employment,~~employment; and consider changes to our compensation program, arrangements and plans in light of “best practices” and emerging trends.

~~Stock Ownership~~Independent Compensation Consultant

Role of Management

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Compensation Decisions for 2018

Base Salaries

Objective

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 Messrs. Duane, Grieder and Shiffman) the performance of the business units for which an NEO has responsibility. 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.

2018 decisions

Base salaries for our NEOs are shown below. The salary increases shown were effective on June 1, 2018.

Name	2018 base salary			2017 base salary			Increase %
EMANUEL CHIRICO		$	1,500,000		$	1,350,000		11.1%
MICHAEL A. SHAFFER		$	925,000		$	900,000		2.8%
FRANCIS K. DUANE		$	1,150,000		$	1,125,000		2.2%
DANIEL GRIEDER		₣	1,000,000		₣	975,000		2.6%
STEVEN B. SHIFFMAN		$	975,000		$	950,000		2.6%

Mr. Chirico’s base salary had last been increased in 2012.

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 rigorous enough to encourage excessive risk. As evidence of this rigor, over the past five years, annual bonuses have been at or below target once, somewhat above target twice and at or near maximum twice.

Considerations

We believe annual bonuses are appropriate to motivate the Named Executive Officers to execute against the budget and business plans approved by our Board each year. These budgets are the basis of our earnings and other guidance, assessments of our performance in earnings releases, and discussions with and presentations to investors.

At the beginning of each year, the Compensation Committee makes three sets of decisions respecting annual bonuses:

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CD&A ��Compensation Decisions for 2018

2018 decisions

Potential bonus payouts

The Compensation Committee sets threshold, target and maximum payouts for each NEO, expressed as a percentage of the NEO’s base salary. For 2018, award opportunities were as follows:

Name	Threshold (% base salary)	Target (% base salary)	Maximum (% base salary)
EMANUEL CHIRICO	100	200	400
MICHAEL A. SHAFFER	50	100	200
FRANCIS K. DUANE	37.5	75	175
DANIEL GRIEDER	50	100	200
STEVEN B. SHIFFMAN	37.5	75	175

Mr. Chirico’s potential payouts were increased at each of threshold (from 75% to 100%), target (from 150% to 200%), and maximum (from 300% to 400%). There were no changes to the potential payouts for our other NEOs.

Financial metrics

Annual bonuses for Mr. Chirico and Mr. Shaffer were based entirely upon earnings per share of our common stock for the year. Bonuses for NEOs with divisional responsibilities were based on both corporate earnings per share and operating income for their respective business units, in the proportions shown below. We selected these two metrics because they are important to our investors.

Name	Earnings per share	Business unit operating income
EMANUEL CHIRICO	100%	N/A
MICHAEL A. SHAFFER	100%	N/A
FRANCIS K. DUANE Heritage Brands Portfolio	50%	50%
Daniel Grieder Tommy Hilfiger Global and Calvin Klein/Heritage Brands Europe	30%	70%
STEVEN B. SHIFFMAN Calvin Klein Global and The Underwear Group	30%	70%

Non-financial criteria

Payouts for the NEOs also are based upon individual performance against pre-established non-financial strategic and performance criteria, which gives the Compensation Committee some flexibility to modify payouts (up or down) by up to 25% of an NEO’s base salary, so long as an adjusted award does not exceed the NEO’s maximum opportunity. We added this additional component to the bonus awards in 2017 to encourage and reward NEOs’ efforts to improve performance, develop and advance associates under their leadership, and lead progress against our corporate responsibility commitments. These items either do not get captured by the financial goals or are expected to yield benefits only in the future.

2018 results

Earnings per share

Payouts of bonuses for all the NEOs were contingent principally upon achievement of their respective earnings goals (earnings per share for all NEOs and business unit operating income for certain NEOs). The earnings per share and business unit earnings goals at target were based on the budget approved by the Board at the beginning of 2018 and included a planned level of share repurchases.

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CD&A Compensation Decisions for 2018

The earnings per share goal at target also is typically at or near the midpoint of the earnings per share guidance range we give to investors at the beginning of each year. The earnings per share goal at target for 2018 was at the midpoint of our guidance, and was inclusive of an expected $0.35 per share positive impact related to foreign currency exchange rates. The actual positive impact was only $0.05 per share.

Once the target was established, we set the threshold performance goal at approximately 90% of target and the maximum performance goal at approximately 110% of target, as was the case in 2018. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business but has been approximately 90% to 110% for each of the past three years.

	Threshold	Target	Maximum
2018 earnings per share goal	$8.10	$9.05	$10.00
(Decrease) increase from 2017 bonus earnings per share results of $8.141	(0.5)%	11.2%	22.9%
2018 earnings per share2		$9.60
Goal achieved (as a percentage of target)		106.1%

This number is on a non-GAAP basis. Earnings per share on a GAAP basis for 2017 was $6.84.

This number is on a non-GAAP basis. Earnings per share on a GAAP basis for 2018 was $9.65.

Our earnings per share results were between the target and maximum goals. As a result, our NEOs received payouts on the EPS portion of their bonus awards calculated using straight-line interpolation between their respective target and maximum potential payouts.

Individual business units

Annual bonuses for Messrs. Duane, Grieder and Shiffman are based heavily on the operating income of the business units each leads. The threshold, target and maximum operating income goals applicable to each of these NEOs are set forth below, as well as the actual results and payout percentage for 2018. Threshold performance goals typically are set at approximately 90% of target, and maximum performance goals typically are set at approximately 110% of target, consistent with the awards based on earnings per share. 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% for each of the past three years.

Operating Income Goals

NEO	Business unit(s)	Threshold ($ and as % of target)			Target ($ and as % of target)			Maximum ($ and as % of target)			Actual ($ and as % of target)
FRANCIS K. DUANE	Heritage Brands Portfolio		$	131,000,000		$	153,525,000		$	175,500,000		$	157,982,000
FRANCIS K. DUANE	Heritage Brands Portfolio			85%			100%			114%			103%
DANIEL GRIEDER	Tommy Hilfiger Global and Calvin Klein/ Heritage Brands Europe		€	611,000,000		€	657,233,000		€	702,000,000		€	704,627,000
DANIEL GRIEDER				93%			100%			107%			107%
STEVEN B. SHIFFMAN	Calvin Klein Global and The Underwear Group		$	507,000,000		$	554,070,000		$	600,000,000		$	539,461,000
STEVEN B. SHIFFMAN	Calvin Klein Global and The Underwear Group			92%			100%			108%			97%

Each of Messrs. Duane, Grieder and Shiffman qualified for a payout of the portion of their annual bonus awards attributable to the earnings performance of their business units. These payouts, subject to the adjustments described below, were calculated on a straight-line interpolation basis from the potential payouts shown above. Payouts on the business unit portion of the annual awards were between target and maximum for Mr. Duane, at maximum for Mr. Grieder, and between threshold and target for Mr. Shiffman.

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CD&A Compensation Decisions for 2018

Discretionary adjustments for non-financial criteria

In addition to the financial goals discussed above, each NEO’s bonus award potentially was subject to adjustment based on the NEO’s performance against prescribed non-financial strategic and performance criteria. The Compensation Committee adjusted Mr. Duane’s bonus upward based upon certain efforts he made in 2018 to grow the Heritage Brands business. Mr. Shiffman’s bonus was adjusted downward due to issues in the Calvin Klein business related to a strategy he had developed. See the discussion below.

2018 annual bonus amounts

Annual bonuses for the NEOs were calculated using the following formulas and were then subject to adjustment for non-financial criteria, as described immediately above:

For Messrs. Chirico and Shaffer:

For Messrs. Duane, Grieder and Shiffman:

The calculation of the actual bonus payout amounts is shown below.

	Earnings per share potential payouts (% of base salary)			Payout on earnings per share ($ and as % of base salary)	Business unit operating income potential payouts (% of base salary)			Payout on business unit operating income ($ and as % of base salary)	Discretionary adjustments ($ and as % of base salary)	Total annual bonus ($ and as % of base salary)
NEO	Threshold	Target	Maximum	Payout on earnings per share ($ and as % of base salary)	Threshold	Target	Maximum		Discretionary adjustments ($ and as % of base salary)	Total annual bonus ($ and as % of base salary)
EMANUEL CHIRICO	100.00	200.00	400.00	$4,736,850					$ —	$4,736,850
EMANUEL CHIRICO				315.79%						315.79%
MICHAEL A. SHAFFER	50.00	100.00	200.00	$1,460,483					$ —	$1,460,483
MICHAEL A. SHAFFER				157.89%						157.89%
FRANCIS K. DUANE	18.75	37.50	87.50	$764,175	18.75	37.50	87.50	$547,860	$240,000	$1,552,035
FRANCIS K. DUANE				66.45%				47.64%	20.87%	134.96%
DANIEL GRIEDER1	15.00	30.00	60.00	€419,677	35.00	70.00	140.00	€1,240,339	€ ��	€1,660,016
DANIEL GRIEDER1				47.37%				140.00%		187.37%
STEVEN B. SHIFFMAN	11.25	22.50	52.50	$388,733	26.25	52.50	122.50	$432,413	$(82,115)	$739,031
STEVEN B. SHIFFMAN				39.87%				44.35%	-8.42%	75.80%

Mr. Grieder’s bonus is paid in euros but is based on a salary level tied to Swiss francs, converted at a franc-to-euro exchange rate of 0.8860, which was the average rate for March 2019, the month in which the payout was certified.

Mr. Duane received an upward adjustment of his bonus of $240,000 (20.87% of his base salary) for his efforts leading our innovation program, the expansion of our digital efforts for the Heritage Brands business, including the launch of three owned e-commerce sites, and the licensing of IZOD for sales by our Europe team.

Mr. Shiffman received a downward adjustment of his bonus of $82,115 (8.42% of his base salary). This adjustment was to reflect that Mr. Shiffman’s strategy for the Calvin Klein business resulted in performance issues in parts of the business, leading to the decision to exit the high-end “halo” Collection business and restructure other parts of the organization.

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Long-Term Incentives—Stock Options and Restricted Stock Units

Objective

Annual grants under our 2006 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 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 that 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 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 the use of 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.

2018 decisions

We granted both stock options and restricted stock units to our Named Executive Officers during 2018, except as noted below with regard to Mr. Duane. These awards vest at a rate of 25% on each of the first four anniversaries of the grant date, except as noted below with regard to Mr. Duane. 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 equal in number to the number of restricted stock units that vest. Grantees may elect to have us withhold shares with a value on the vesting date equal to taxes that are owed.

We entered into a three-year employment agreement with Mr. Duane in March 2018. The agreement provided for him to receive a one-time grant of RSUs with a target grant date value of $3,300,000, and for no stock options to be granted. The target grant date value was equal to three times the aggregate target grant date value of the annual RSUs and stock options that he had received previously. These RSUs will vest in one-third increments on the first, second and third anniversaries of the grant date.

Long-Term Incentives—Performance Share Units

Objective

Annual grants under our 2006 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 link to our performance and 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 2018 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. We regularly review the financial metrics and consider alternatives but continue to believe that relative total stockholder return and absolute stock price performance best reflect increases in value for our stockholders. We also believe it is important to use different financial measures for annual and long-term incentive awards.

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CD&A Compensation Decisions for 2018

2018 PSU awards

All of our Named Executive Officers received awards of performance share units in 2018 with respect to a performance cycle generally covering the second quarter of 2018 through the first quarter of 2021. Potential payouts of these awards are determined by taking the applicable monetary amounts at threshold, target, and maximum and converting each amount to a number of shares based on the value of our common stock when the award is granted.

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 levels higher than median performance by the S&P 500. (The median three-year return for the S&P 500 averaged 8% for the last ten years.) The performance goals are shown below.

	Threshold*	Target*	Maximum*
Compound annual growth in stock price (%)	5	10	20
Relative TSR (percentile)	30th	55th	80th

The following table shows the potential payouts and the number of shares each payout represents on the grant date.

Name	Threshold ($)1		Threshold (# shares)		Target ($)1		Target (# shares)		Maximum ($)1		Maximum (# shares)
EMANUEL CHIRICO		2,567,686		16,022		5,135,211		32,043		10,270,262		64,085
MICHAEL A. SHAFFER		285,423		1,781		570,846		3,562		1,141,532		7,123
FRANCIS K. DUANE		190,389		1,188		380,618		2,375		761,075		4,749
DANIEL GRIEDER		95,194		594		190,389		1,188		380,618		2,375
STEVEN B. SHIFFMAN		190,389		1,188		380,618		2,375		761,075		4,749

The award values are equal to the number of shares multiplied by $160.26, the closing price of our common stock on the grant date. The award values are not calculated in ~~compliance with our stock ownership guidelines (described~~the same manner as the grant date fair values we are required to include in the Summary Compensation Table, which begins on page 51.

2018 Results

We made payouts of PSU awards for the three-year performance cycle that commenced April 26,) 2016 and ended on April 25, 2019. We consider these awards to be part of the compensation paid to the NEOs as of the end of 2018.

■

The TSR portion of the awards paid out between threshold and target levels, as our TSR was in the 45th percentile against the S&P 500 companies as of the grant date.

■

The absolute stock performance portion of the awards paid out slightly below target level, as our stock price improved approximately 9.5% on an annualized basis over the period.

Long-Term Incentives—2017 GRIP Awards

We granted GRIP awards under our cash-based Long-Term Incentive Plan in 2017 to incentivize Messrs. Duane, Grieder and Shiffman to drive the long-term strategy of their respective businesses, stimulate an entrepreneurial culture and enhance retention. These awards are unique to each participant’s business or businesses and are dependent upon the participants’ individual performance and the performance of their respective teams. We made similar awards, with consistent goals, to other executives within these business units to reflect their roles. The performance measure used for each NEO’s GRIP award is the EBIT of the NEO’s business unit(s) tied to the applicable three-year plan.

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CD&A Compensation Decisions for 2018

Competitive Pay for Performance

Peer Group

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 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.

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PVH Performance Compared to Peer Group Performance

We have consistently been among the best in our peer group in terms of revenue growth, earnings per share and TSR, as shown below.

Earnings per share amounts used are on a non-GAAP basis, as reported by us.

Overall percentile ranking excludes TSR vs. S&P 500.

PVH Executive Compensation Compared to Peer Group Compensation

“Total cash compensation” consists of salary and bonus.

For the NEOs, “total compensation” consists of salary, bonus, the value of stock option and restricted stock unit grants made in 2018, and the value of the payouts received on PSUs for the performance cycle ended April 25, 2019. For peer group executives, “total compensation” includes the value at target of the long-term incentive awards granted in 2018.

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CD&A Compensation Decisions for 2018

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.

CEO Compensation Compared to Total Stockholder Return

Target total compensation consists of salary, target bonus, the value of stock option and restricted stock unit grants made in each year, and the target value of performance share unit awards for the performance cycle beginning in each year.

Actual total compensation includes actual salary, actual bonus paid, the value of stock option and restricted stock unit grants made in each year and, for 2018, the value as of April 25, 2019, of the payout earned on the PSUs for the performance cycle ended on that date.

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CD&A Other Benefits

Other Benefits

Our Named Executive Officers, other than Mr. Grieder, participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our 401(k) plan, “AIP”), Supplemental Savings Plan and Executive Medical Reimbursement Insurance Plan. Mr. Grieder participates in the Zwitserleven Pensioen Plan (a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam). In addition, Messrs. Chirico and Duane are parties to capital accumulation program agreements with PVH. See “Pension Benefits,” “Defined Benefit Plans,” and “Non-qualified Deferred Compensation” for a description of the U.S. programs.

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 and, in certain cases, clothing allowances and gym memberships.

Clothing allowances. We provided clothing allowances for purchases of CALVIN KLEIN apparel to key executives of our Calvin Klein business, including Mr. Shiffman, as well as certain other executives who regularly speak publicly in order for them to portray the image of PVH and the CALVIN KLEIN brand.

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 to use the car and driver for personal purposes — generally for his daily commute — as we believe this accommodation enables him to be more productive during this time.

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, although we allow Mr. Grieder to use the car and driver for personal purposes, which he has done on a limited basis.

Sporting events. As part of certain marketing activities, including sponsorships of the New York Giants and the Brooklyn Nets, we have a limited number of tickets (including use of a suite) to Giants football games at MetLife Stadium and events at the Barclays Center. These are provided at no cost to us and are available to all of our associates on a non-discriminatory basis, so they may at times be used personally by our NEOs. We also own rights to suites at Amsterdam Arena (home of Ajax Amsterdam, a team in the Eredivisie, the top soccer league in the Netherlands) and MetLife Stadium for the New York Jets, as well as a box at Arthur Ashe Stadium for the United States Tennis Association’s U.S. Open. Although primarily used for business purposes, tickets to the suites and box may on occasion be used personally by associates, including our NEOs.

		SPECIAL NOTE ABOUT BENEFITS FOR MR. GRIEDER
		Mr. Grieder is a resident of Switzerland and receives an allowance to cover housing expenses while working in Amsterdam. We believe this to be a common employment practice for key executives in Europe who work outside their home countries and return to their home countries for weekends. We also pay for Mr. Grieder’s personal travel costs between Amsterdam and Zurich, subject to an annual cap, in accordance with the practice of our Amsterdam office for all executives who commute to and from a home country. Finally, we reimburse Mr. Grieder for annual tax services, subject to an annual cap. This is another benefit we provide to senior executives in Amsterdam who live in other countries.

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CD&A Administration of our Compensation Programs

Administration of our Compensation Programs

Stock Ownership Requirements

Use of Non-GAAP Results

The corporate and business unit earnings 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 section may differ from, or may not in the future be aligned with, our reported earnings.

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.

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 Committee and generally will be made on the first business day of the month following the effective date of ~~this Proxy Statement.~~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, holding our securities in a margin account or engaging in hedging and similar transactions in respect of our securities. This policy, applicable to all officers and directors, 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.

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CD&A Administration of our Compensation Programs

Clawback Policy

Through 2017, all of our incentive compensation plans had provisions that allow us to seek recovery against individual executive officers for incentive compensation paid in certain events due to fraud or misconduct. In 2018, we adopted a Clawback Policy that permits us to recover compensation in the event of a restatement of our financial statements or a material violation of a material company policy.

Stockholder Engagement

Our discussions with stockholders cover a wide range of topics, but generally our conversations involve the following issues:

■

Our acquisition strategy and plans, including with regard to our stated intention to continue to assert more direct control over our global lifestyle brands, TOMMY HILFIGER and CALVIN KLEIN

■

Our growth opportunities for each of our branded businesses, including regional and category opportunities

■

Our long-term growth targets

■

The competitive landscape and how we are positioned to gain market share

■

Our consumer engagement initiatives, both globally and regionally

■

Our initiatives to grow digital commerce

■

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

■

Capital allocation, including stock repurchases and dividend policy

■

Our corporate responsibility program

We also engage with stockholders on ~~inquiries regarding~~ our compensation practices, ~~as well as~~most notably on CEO compensation, and periodically ~~seeking~~seek input from them ~~for their views on~~regarding our compensation program and the compensation paid to Mr. Chirico and the other ~~NEOs.~~senior executives. The Compensation Committee has discussed and considered communications received from stockholders relating to our compensation program, and the Committee Chairman has responded to inquiries, where appropriate. In addition, the members of the Compensation Committee ~~Chairman~~ typically ~~attends~~attend our Annual Meeting ~~(along with the other Committee members)~~ and isare available to answer questions regarding our compensation program.

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 obtain 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 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 discussions regarding that resignation.

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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. The process includes pairing a 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 Senior Vice President, Business Development and Investor Relations 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 Human Resources Officer will report on human resources strategies, key talent and succession planning. In addition, senior executives in our Tommy Hilfiger, Calvin Klein and Heritage Brands businesses provide an overview of their respective businesses. The orientation also includes an introductory session with the Chair or members of the Board committee on which the new director will sit and may also include executives and outside advisors who work with that committee. SEC filings and other information are ~~asked~~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

We encourage directors to pursue educational opportunities to enable them to better perform their duties and to learn about emerging issues. In addition, 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 that the subject matter is appropriate for the director and their role. Directors are allowed to determine the amount of education they deem appropriate. However, our Corporate Governance Guidelines strongly encourage directors to attend at least one external director education program per year.

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

Management Succession Planning

The Nominating, Governance & Management Development Committee has implemented a detailed plan regarding succession planning. Succession plans for the Chief Executive Officer and the senior management team are updated at least annually, and 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 identifying external candidates. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises.

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~~EXECUTIVE COMPENSATION~~Corporate Governance Political and Lobbying Activities

~~Summary Compensation Table~~

Political and Lobbying Activities

We were involved in 2017 in industry efforts on proposed U.S. tax reform and, in particular, lobbying against the suggestion that a border adjustment tax on imports be included in the broader reform plan. We were actively involved in 2014 and 2015 in seeking an extension of the African Growth and Opportunity Act (“AGOA”), which offers incentives for African countries to continue their efforts to open their economies and build free markets. We believe East Africa provides a potential opportunity for us to be involved in the vertically integrated production of apparel in an environment where our corporate responsibility standards can be implemented from the outset, including adherence to best practices in working conditions, workers’ rights, building and fire safety, and use of green energy sources. We continue to monitor the eligibility of the countries in sub-Saharan Africa where we produce in order to participate in AGOA benefits, which, for producers like PVH, allows us to import goods into the U.S. on a duty-free basis.

Values and Corporate Responsibility

PVH would not be where it is today without our industry-leading talent. We believe our associates are a reflection of our organization and that it is our responsibility to encourage an inclusive environment, which ultimately inspires change from within. We believe we are developing a strong foundation for continued success by creating a workplace that appreciates our associates and acknowledges that our people are our greatest asset. We are proud to note that our efforts regularly are recognized publicly in a variety of ways, including appearing on Forbes’ list of Best Employers for Diversity, Fortune magazine’s list of the World’s Most Admired Companies, Forbes’ inaugural list of Best Employers for Women, and Top Five Lead Awards from HR.com in five categories, including Best Corporate University.

You can learn more about our recognitions — which highlight the Power of PVH — by visiting the Recognitions section of our website at PVH.com/company/recognitions.

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Corporate Governance Meetings

Meetings

Board meetings typically cover four categories of business, as described below.

Transaction-related discussions and approvals. The Board discusses issues such as financings, acquisitions and joint ventures when they arise.

Executive Sessions

CEO Evaluation

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Corporate Governance Transactions with Related Persons

Transactions with Related Persons

■

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.

■

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 the Conflict of Interest Policy and all disclosures are discussed annually with the Audit & Risk Management Committee.

Governing Documents

All of these documents are posted on our website at PVH.com/investor-relations/governance.

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Corporate Governance How to Contact the Board

How to Contact the Board

Committees

Audit & Risk Management Committee
Juan Figuereo (Chair), V. James Marino, Amy McPherson and Edward Rosenfeld 11 meetings in 2018			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 are independent 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.

Compensation Committee
Henry Nasella (Chair), Craig Rydin and Amanda Sourry 7 meetings in 2018			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 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 35. Our Chief Executive Officer; Chief Human Resources Officer; Senior 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 36. The Board has determined that all members of the Compensation Committee satisfy the independence requirements under NYSE listing standards and SEC rules. Each member also qualifies as an “outside” director, as defined under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as such section was in effect immediately before it was amended pursuant to the U.S. Tax Cuts and Jobs Act of 2017, and as a “non-employee” director under SEC Rule 16b-3. There were no interlocks or relationships involving any member of the Compensation Committee during 2018 that are required to be disclosed under the SEC’s rules or proxy regulations.

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Corporate Governance Committees

Nominating, Governance & Management Development Committee
Joseph Fuller (Chair), Henry Nasella, Craig Rydin and, since June 2018, Amanda Sourry 5 meetings in 2018			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; ■ 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 ■ overseeing Board evaluations. The Board has determined that all members of the Nominating, Governance & Management Development Committee satisfy the independence requirements under NYSE listing standards.

Corporate Responsibility Committee
G. Penny McIntyre (Chair), Mary Baglivo and Brent Callinicos 4 meetings in 2018			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. 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, Black associates, members of the LGBTQ community and other communities within PVH), and other ways we advance our core values. The Board has determined that all members of the Corporate Responsibility Committee are independent under NYSE listing standards; the listing standards do not require committee members to be independent.

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Director Compensation

Annual Retainers

Non-employee directors are paid annually in a combination of cash and restricted stock units, as shown below.

Recipient			Type of payment
Each non-employee director			$85,000, in cash
Each non-employee director			RSUs of our common stock with a value of approximately $145,000 on the grant date1
Chairperson of the Audit & Risk Management Committee			$40,000, in cash
Other members of the Audit & Risk Management Committee			$20,000, in cash
Chairperson of the Compensation Committee			$35,000, in cash
Other members of the Compensation Committee			$15,000, in cash
Chairpersons 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 director			$30,000, in cash

Each of our non-employee directors who was elected on June 21, 2018 received a grant of 940 RSUs.

In addition to these annual retainers, non-employee directors are reimbursed for their meeting-related expenses.

Stock Ownership Guidelines

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Director Compensation Stock Ownership Guidelines

Name	Fees Earned or Paid in Cash1 ($)		Stock Awards2,3 ($)		Option Awards3 ($)		All Other Compensation ($)		Total ($)
Mary Baglivo		102,500		145,136		N/A		N/A		247,636
Brent Callinicos		95,000		145,136		N/A		N/A		240,136
Juan R. Figuereo		125,000		145,136		N/A		N/A		270,136
Joseph B. Fuller		110,000		145,136		N/A		N/A		255,136
V. James Marino		105,000		145,136		N/A		N/A		250,136
G. Penny McIntyre		110,000		145,136		N/A		N/A		255,136
Amy McPherson		105,000		145,136		N/A		N/A		250,136
Henry Nasella		160,000		145,136		N/A		N/A		305,136
Edward R. Rosenfeld		105,000		145,136		N/A		N/A		250,136
Craig Rydin		110,000		145,136		N/A		N/A		255,136
Amanda Sourry		105,000		145,136		N/A		N/A		250,136

The fees earned or paid in cash to the ~~2015, 2016~~directors consist of the following:

Name	Annual Director Fees ($)		Committee Chair Fees ($)		Committee Member Fees ($)		Presiding Director Fee ($)		Total ($)
Mary Baglivo		85,000		N/A		17,500		N/A		102,500
Brent Callinicos		85,000		N/A		10,000		N/A		95,000
Juan R. Figuereo		85,000		40,000		N/A		N/A		125,000
Joseph B. Fuller		85,000		25,000		N/A		N/A		110,000
V. James Marino		85,000		N/A		20,000		N/A		105,000
G. Penny McIntyre		85,000		25,000		N/A		N/A		110,000
Amy McPherson		85,000		N/A		20,000		N/A		105,000
Henry Nasella		85,000		35,000		10,000		30,000		160,000
Edward R. Rosenfeld		85,000		N/A		20,000		N/A		105,000
Craig Rydin		85,000		N/A		25,000		N/A		110,000
Amanda Sourry		85,000		N/A		20,000		N/A		105,000

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Director Compensation Stock Ownership Guidelines

The number of unexercised stock options and ~~2017~~aggregate number of unvested RSUs for each of our directors as of February 3, 2019, were as follows:

Name

Option Awards
(#)

Stock Awardsa
(#)

Mary Baglivo

N/A

940

Brent Callinicos

N/A

940

Juan R. Figuereo

N/A

6,129b

Joseph B. Fuller

N/A

22,080c

V. James Marino

N/A

940

G. Penny McIntyre

N/A

5,006d

Amy McPherson

N/A

940

Henry Nasella

N/A

22,080c

Edward R. Rosenfeld

N/A

6,170e

Craig Rydin

N/A

12,028f

Amanda Sourry

N/A

940

Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant.

Settlement of 5,189 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 21,140 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 4,066 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 5,230 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

Settlement of 11,088 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.

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PROPOSAL 2

Advisory Vote on Executive Compensation

We are asking stockholders to provide advisory approval of the compensation ~~data for~~of our Named Executive ~~Officers.~~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.

Name and Principal Position
Years of
Service1
Fiscal
Year Salary
($) Bonus
($)
Stock Awards2
($)

Option Awards3
($)

Non-Equity Incentive Plan Compensation4
($)

Change in Pension Value and Non-qualified Deferred Compensation Earnings5
($)

All Other Compensation6
($)
Total
($)
Emanuel Chirico, age 60
Chairman and Chief Executive Officer, PVH Corp. 24 2017 1,350,000 0 6,846,778 2,280,669 4,050,000 2,493,110 197,008 17,217,565
2016 1,350,000 0 6,867,719 2,491,935 �� 4,050,000 1,184,388 150,488 16,094,530
2015 1,350,000 0 5,343,812 2,161,688 2,531,250 107,190 130,226 11,624,166
Michael A. Shaffer, age 55
Executive Vice President and Chief Operating & Financial Officer, PVH Corp. 27 2017 900,000 0 1,350,940 619,565 1,800,000 797,833 81,563 5,549,901
2016 891,667 0 1,251,912 673,785 1,575,000 349,103 61,320 4,802,787
2015 866,667 0 801,380 662,345 907,813 0 50,709 3,288,914
Francis K. Duane, age 61
Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands 19 2017 1,116,667 0 950,696 452,115 1,968,750 1,427,958 40,861 5,957,047
2016 1,091,667 0 1,051,384 584,660 1,925,000 700,633 72,561 5,425,905
2015 1,066,667 0 651,127 613,016 1,082,525 43,939 60,634 3,517,908
Daniel Grieder7, age 56
Chief Executive Officer, Tommy Hilfiger Global and PVH Europe
21 2017 1,014,044 0 1,400,498 576,028 1,903,249 N/A 142,420 5,036,239
2016 937,209 0 900,790 631,005 1,682,014 N/A 148,269 4,299,287
2015 927,585 0 500,380 471,861 1,308,704 N/A 159,346 3,367,876
Steven B. Shiffman, age 60
Chief Executive Officer, Calvin Klein 25 2017 941,667 0 1,000,831 495,652 1,172,410 750,317 87,369 4,448,246
2016 908,333 0 1,201,661 538,315 1,081,788 367,852 72,167 4,170,116
2015 866,667 0 501,099 282,310 680,050 94,106 71,472 2,495,704

Our compensation program emphasizes performance-based variable pay and equity performance to ensure a rigorous pay-for-performance culture. A significant majority (approximately 74% 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.


	The Board of Directors recommends a vote FOR approval of the compensation paid to our Named Executive Officers.

Proxies received in response to this solicitation will be voted FOR this proposal unless the stockholder specifies otherwise.

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.

■

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

■

The Board submits the following resolution to stockholders to indicate their non-binding advisory approval:

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Compensation
Discussion & Analysis

Contents
Compensation Discussion & Analysis
Executive Summary			30
2018 Executive Compensation Program			34
Executive Compensation Overview			35
Compensation Decisions for 2018			37
Other Benefits			46
Administration of our Compensation Programs			47
Risk Considerations in Compensation Programs			49

This section 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
EMANUEL CHIRICO	61	25	Chairman and Chief Executive Officer, PVH Corp.
MICHAEL A. SHAFFER	56	28	Executive Vice President and Chief Operating & Financial Officer, PVH Corp.
FRANCIS K. DUANE	62	20	Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands
DANIEL GRIEDER	57	221	Chief Executive Officer, Tommy Hilfiger Global and PVH Europe
STEVEN B. SHIFFMAN	61	26	Chief Executive Officer, Calvin Klein

~~This represents service with us, including, with respect to Mr. Grieder,~~Includes service with Tommy Hilfiger prior to our 2010 acquisition, ~~of it,~~ as well as service as an independent sales agent for Tommy Hilfiger. ~~It is~~

Executive Summary

2018 Performance Highlights

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CD&A EXECUTIVE SUMMARY 2018 Performance Highlights

$9.65				$9.7B
Earnings per share compared to $6.84 in 2017 ($9.60* vs. $7.94* on a non-GAAP basis)				In revenue, an 8% increase over 2017. The revenue increase included: ■ A 12% increase (10%* on a constant currency basis) in our Tommy Hilfiger business, driven principally by strong performance in all regions and channels. ■ An 8% increase (7%* on a constant currency basis) in our Calvin Klein business, driven by growth in Europe and Asia, as well as our North America wholesale business. ■ A 1% increase in our Heritage Brands business.

$892M

Our earnings per share, EBIT, and revenue performance over the past three years was as follows:

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CD&A EXECUTIVE SUMMARY 2018 Compensation Highlights

2018 Compensation Highlights

The following table shows the principal elements of the compensation program for our Named Executive Officers and the value attributable to each element for 2018, with the following conditions:

■

Base salaries are shown at the highest level for the year for NEOs who received mid-year salary increases.

■

Annual bonuses are shown at the target level payouts.

■

RSUs, stock options and performance share units (“PSUs”) are shown at the grant date value.

Some of the compensation figures discussed in this section will not be the same as ~~their credited service~~the figures provided in the Executive Compensation Tables section that begins on page 51 because of the foregoing conditions or for ~~pension plan purposes.~~reasons otherwise explained.

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CD&A EXECUTIVE SUMMARY Compensation Best Practices

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 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.3 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 do not make awards to our NEOs solely based on retention 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 accrue dividends or dividend equivalents on PSUs during the performance cycle. 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 our securities, hold 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. Our employment agreements do not provide for tax gross-ups or include long-term compensation in the calculation of the amount of severance payable.

This policy was adopted in 2018. Previously, all of our incentive compensation plans included clawback provisions. See “Clawback Policy” on page 48.

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CD&A 2018 EXECUTIVE COMPENSATION PROGRAM

2018 EXECUTIVE
COMPENSATION PROGRAM

Philosophy and Approach

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, and executives with the right background and skill sets are in demand. To ensure that we can recruit 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,” which begins on page 43.)

		SPECIAL NOTE ABOUT COMPENSATION FOR MR. GRIEDER
		The compensation package for Mr. Grieder is somewhat different from the compensation paid to the other NEOs due to a number of factors, including his employment outside of the U.S. and his status as a non-U.S. taxpayer. Accordingly, not all of the discussion regarding our NEOs pertains to him. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Mr. Grieder’s cash compensation is paid in euros but is based on a base salary level tied to Swiss francs because he is a resident of Switzerland. The Swiss franc-to-euro exchange rate we use to determine salary payments to Mr. Grieder is reset quarterly. Historically, the construction of the compensation packages for our U.S.-based NEOs took into consideration the tax deductibility of performance-based compensation. This consideration was not relevant to Mr. Grieder’s compensation. As a result, there were some differences in the design of his compensation package. We have largely left the design of our U.S.-based NEO compensation packages intact even though the tax deduction for performance-based compensation has been eliminated (effective for compensation awarded beginning in 2018).

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CD&A Executive Compensation Overview

Executive Compensation Overview

Elements of Compensation

Our executive compensation program currently consists of six components with the following purposes:

Base salary, which provides a competitive amount of fixed compensation.

Bonus awards under the Performance Incentive Bonus Plan, which provide an annual opportunity to earn additional cash if PVH achieves predetermined objective performance goals.

Stock options under the 2006 Stock Incentive Plan, which provide an opportunity to benefit from long-term appreciation in the price of our common stock.

Performance share units under the 2006 Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term objective performance goals.

Compensation Committee Process

Considerations when setting compensation

■

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

■

alignment with stockholder interests.

The Compensation Committee also receives input from management, particularly Mr. Chirico and the Chief Human Resources Officer, about compensation for the other NEOs.

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CD&A Executive Compensation Overview

Authority to grant equity awards

Schedule for Compensation Committee meetings

Use of tally sheets

Independent Compensation Consultant

Role of Management

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CD&A Compensation Decisions for 2018

Compensation Decisions for 2018

Base Salaries

Objective

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

2018 decisions

Base salaries for our NEOs are shown below. The salary increases shown were effective on June 1, 2018.

Name	2018 base salary			2017 base salary			Increase %
EMANUEL CHIRICO		$	1,500,000		$	1,350,000		11.1%
MICHAEL A. SHAFFER		$	925,000		$	900,000		2.8%
FRANCIS K. DUANE		$	1,150,000		$	1,125,000		2.2%
DANIEL GRIEDER		₣	1,000,000		₣	975,000		2.6%
STEVEN B. SHIFFMAN		$	975,000		$	950,000		2.6%

Mr. Chirico’s base salary had last been increased in 2012.

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 rigorous enough to encourage excessive risk. As evidence of this rigor, over the past five years, annual bonuses have been at or below target once, somewhat above target twice and at or near maximum twice.

Considerations

At the beginning of each year, the Compensation Committee makes three sets of decisions respecting annual bonuses:

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CD&A ��Compensation Decisions for 2018

2018 decisions

Potential bonus payouts

The Compensation Committee sets threshold, target and maximum payouts for each NEO, expressed as a percentage of the NEO’s base salary. For 2018, award opportunities were as follows:

Name	Threshold (% base salary)	Target (% base salary)	Maximum (% base salary)
EMANUEL CHIRICO	100	200	400
MICHAEL A. SHAFFER	50	100	200
FRANCIS K. DUANE	37.5	75	175
DANIEL GRIEDER	50	100	200
STEVEN B. SHIFFMAN	37.5	75	175

Financial metrics

Name	Earnings per share	Business unit operating income
EMANUEL CHIRICO	100%	N/A
MICHAEL A. SHAFFER	100%	N/A
FRANCIS K. DUANE Heritage Brands Portfolio	50%	50%
Daniel Grieder Tommy Hilfiger Global and Calvin Klein/Heritage Brands Europe	30%	70%
STEVEN B. SHIFFMAN Calvin Klein Global and The Underwear Group	30%	70%

Non-financial criteria

2018 results

Earnings per share

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CD&A Compensation Decisions for 2018

	Threshold	Target	Maximum
2018 earnings per share goal	$8.10	$9.05	$10.00
(Decrease) increase from 2017 bonus earnings per share results of $8.141	(0.5)%	11.2%	22.9%
2018 earnings per share2		$9.60
Goal achieved (as a percentage of target)		106.1%

This number is on a non-GAAP basis. Earnings per share on a GAAP basis for 2017 was $6.84.

This number is on a non-GAAP basis. Earnings per share on a GAAP basis for 2018 was $9.65.

Individual business units

Operating Income Goals

NEO	Business unit(s)	Threshold ($ and as % of target)			Target ($ and as % of target)			Maximum ($ and as % of target)			Actual ($ and as % of target)
FRANCIS K. DUANE	Heritage Brands Portfolio		$	131,000,000		$	153,525,000		$	175,500,000		$	157,982,000
FRANCIS K. DUANE	Heritage Brands Portfolio			85%			100%			114%			103%
DANIEL GRIEDER	Tommy Hilfiger Global and Calvin Klein/ Heritage Brands Europe		€	611,000,000		€	657,233,000		€	702,000,000		€	704,627,000
DANIEL GRIEDER				93%			100%			107%			107%
STEVEN B. SHIFFMAN	Calvin Klein Global and The Underwear Group		$	507,000,000		$	554,070,000		$	600,000,000		$	539,461,000
STEVEN B. SHIFFMAN	Calvin Klein Global and The Underwear Group			92%			100%			108%			97%

Each of Messrs. Duane, Grieder and Shiffman qualified for a payout of the portion of their annual bonus awards attributable to the earnings performance of their business units. These payouts, subject to the adjustments described below, were calculated on a straight-line interpolation basis from the potential payouts shown above. Payouts on the business unit portion of the annual awards were between target and maximum for Mr. Duane, at maximum for Mr. Grieder, and between threshold and target for Mr. Shiffman.

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CD&A Compensation Decisions for 2018

Discretionary adjustments for non-financial criteria

2018 annual bonus amounts

Annual bonuses for the NEOs were calculated using the following formulas and were then subject to adjustment for non-financial criteria, as described immediately above:

For Messrs. Chirico and Shaffer:

For Messrs. Duane, Grieder and Shiffman:

The calculation of the actual bonus payout amounts is shown below.

	Earnings per share potential payouts (% of base salary)			Payout on earnings per share ($ and as % of base salary)	Business unit operating income potential payouts (% of base salary)			Payout on business unit operating income ($ and as % of base salary)	Discretionary adjustments ($ and as % of base salary)	Total annual bonus ($ and as % of base salary)
NEO	Threshold	Target	Maximum	Payout on earnings per share ($ and as % of base salary)	Threshold	Target	Maximum		Discretionary adjustments ($ and as % of base salary)	Total annual bonus ($ and as % of base salary)
EMANUEL CHIRICO	100.00	200.00	400.00	$4,736,850					$ —	$4,736,850
EMANUEL CHIRICO				315.79%						315.79%
MICHAEL A. SHAFFER	50.00	100.00	200.00	$1,460,483					$ —	$1,460,483
MICHAEL A. SHAFFER				157.89%						157.89%
FRANCIS K. DUANE	18.75	37.50	87.50	$764,175	18.75	37.50	87.50	$547,860	$240,000	$1,552,035
FRANCIS K. DUANE				66.45%				47.64%	20.87%	134.96%
DANIEL GRIEDER1	15.00	30.00	60.00	€419,677	35.00	70.00	140.00	€1,240,339	€ ��	€1,660,016
DANIEL GRIEDER1				47.37%				140.00%		187.37%
STEVEN B. SHIFFMAN	11.25	22.50	52.50	$388,733	26.25	52.50	122.50	$432,413	$(82,115)	$739,031
STEVEN B. SHIFFMAN				39.87%				44.35%	-8.42%	75.80%

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CD&A Compensation Decisions for 2018

Long-Term Incentives—Stock Options and Restricted Stock Units

Objective

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.

2018 decisions

We entered into a three-year employment agreement with Mr. Duane in March 2018. The agreement provided for him to receive a one-time grant of RSUs with a target grant date value of $3,300,000, and for no stock options to be granted. The target grant date value was equal to three times the aggregate target grant date value of the annual RSUs and stock options that he had received previously. These RSUs will vest in one-third increments on the first, second and third anniversaries of the grant date.

Long-Term Incentives—Performance Share Units

Objective

Considerations

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CD&A Compensation Decisions for 2018

2018 PSU awards

All of our Named Executive Officers received awards of performance share units in 2018 with respect to a performance cycle generally covering the second quarter of 2018 through the first quarter of 2021. Potential payouts of these awards are determined by taking the applicable monetary amounts at threshold, target, and maximum and converting each amount to a number of shares based on the value of our common stock when the award is granted.

Performance measures

	Threshold*	Target*	Maximum*
Compound annual growth in stock price (%)	5	10	20
Relative TSR (percentile)	30th	55th	80th

The following table shows the potential payouts and the number of shares each payout represents on the grant date.

Name	Threshold ($)1		Threshold (# shares)		Target ($)1		Target (# shares)		Maximum ($)1		Maximum (# shares)
EMANUEL CHIRICO		2,567,686		16,022		5,135,211		32,043		10,270,262		64,085
MICHAEL A. SHAFFER		285,423		1,781		570,846		3,562		1,141,532		7,123
FRANCIS K. DUANE		190,389		1,188		380,618		2,375		761,075		4,749
DANIEL GRIEDER		95,194		594		190,389		1,188		380,618		2,375
STEVEN B. SHIFFMAN		190,389		1,188		380,618		2,375		761,075		4,749

The award values are equal to the number of shares multiplied by $160.26, the closing price of our common stock on the grant date. 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 51.

2018 Results

■

The TSR portion of the awards paid out between threshold and target levels, as our TSR was in the 45th percentile against the S&P 500 companies as of the grant date.

■

The absolute stock performance portion of the awards paid out slightly below target level, as our stock price improved approximately 9.5% on an annualized basis over the period.

Long-Term Incentives—2017 GRIP Awards

We granted GRIP awards under our cash-based Long-Term Incentive Plan in 2017 to incentivize Messrs. Duane, Grieder and Shiffman to drive the long-term strategy of their respective businesses, stimulate an entrepreneurial culture and enhance retention. These awards are unique to each participant’s business or businesses and are dependent upon the participants’ individual performance and the performance of their respective teams. We made similar awards, with consistent goals, to other executives within these business units to reflect their roles. The performance measure used for each NEO’s GRIP award is the EBIT of the NEO’s business unit(s) tied to the applicable three-year plan.

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CD&A Compensation Decisions for 2018

Competitive Pay for Performance

Peer Group

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CD&A Compensation Decisions for 2018

PVH Performance Compared to Peer Group Performance

We have consistently been among the best in our peer group in terms of revenue growth, earnings per share and TSR, as shown below.

Earnings per share amounts used are on a non-GAAP basis, as reported by us.

Overall percentile ranking excludes TSR vs. S&P 500.

PVH Executive Compensation Compared to Peer Group Compensation

“Total cash compensation” consists of salary and bonus.

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CD&A Compensation Decisions for 2018

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.

CEO Compensation Compared to Total Stockholder Return

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CD&A Other Benefits

Other Benefits

Our Named Executive Officers, other than Mr. Grieder, participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our 401(k) plan, “AIP”), Supplemental Savings Plan and Executive Medical Reimbursement Insurance Plan. Mr. Grieder participates in the Zwitserleven Pensioen Plan (a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam). In addition, Messrs. Chirico and Duane are parties to capital accumulation program agreements with PVH. See “Pension Benefits,” “Defined Benefit Plans,” and “Non-qualified Deferred Compensation” for a description of the U.S. programs.

Perquisites are limited and generally consist of discounts in our retail stores available to all associates and, in certain cases, clothing allowances and gym memberships.

		SPECIAL NOTE ABOUT BENEFITS FOR MR. GRIEDER
		Mr. Grieder is a resident of Switzerland and receives an allowance to cover housing expenses while working in Amsterdam. We believe this to be a common employment practice for key executives in Europe who work outside their home countries and return to their home countries for weekends. We also pay for Mr. Grieder’s personal travel costs between Amsterdam and Zurich, subject to an annual cap, in accordance with the practice of our Amsterdam office for all executives who commute to and from a home country. Finally, we reimburse Mr. Grieder for annual tax services, subject to an annual cap. This is another benefit we provide to senior executives in Amsterdam who live in other countries.

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CD&A Administration of our Compensation Programs

Administration of our Compensation Programs

Stock Ownership Requirements

Use of Non-GAAP 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.

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 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

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CD&A Administration of our Compensation Programs

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 the NEO’s seniority, relative pay 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 target total direct compensation to that of the next highest paid executive officer and to that of all the other NEOs for each of the past three years.

Federal Income Tax Deductibility of Executive Compensation

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 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. Compensation paid or received under our incentive plans (other than solely time-based restricted stock and restricted stock units) has been generally intended to satisfy the requirements for deductibility. Nonetheless, our compensation philosophy and decisions were 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. This was the case, for example, when Mr. Chirico’s and Mr. Duane’s base salaries were set.

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, in part, subjecting the compensation of a company’s chief financial officer to the $1 million per year deduction limit and eliminating the exclusion for qualified performance-based compensation (though there was some transition relief for certain performance-based compensation paid pursuant to a written agreement that was in effect on November 2, 2017). We have not made any material changes to our compensation program in response to the legislation, although we did eliminate from our annual restricted stock unit and bonus awards granted in 2018 the adjusted net income goals that had been implemented solely to satisfy Section 162(m).

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CD&A Risk Considerations in Compensation Programs

Employment Agreements, Termination of Employment, and Severance

We have employment agreements with all of our Named Executive Officers that generally provide them with severance benefits and provide us with the protections of restrictive covenants. We use employment agreements to attract and retain qualified executives who could have job alternatives they might otherwise accept. Mr. Duane is the only NEO with an agreement for a fixed term. All the other agreements are evergreen, although Mr. Grieder’s is subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment Contracts,” beginning on page 55. 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	2x base salary and target bonus	3x base salary and target bonus
MICHAEL A. SHAFFER	1.5x base salary and target bonus	2x base salary and target bonus
FRANCIS K. DUANE	Remainder of the compensation due under his employment contract	Remainder of the compensation due under his employment contract
DANIEL GRIEDER	1x base salary or, if greater, statutory severance, plus a prorated portion of target bonus	1x base salary or, if greater, statutory severance, plus a prorated portion of target bonus
STEVEN B. SHIFFMAN	2x base salary and target bonus	2x base salary and target bonus

Change in Control Provisions in Equity Plans and Awards

Our 2006 Stock Incentive Plan was amended in 2014 to provide that awards 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). The equity awards we granted prior to 2014 automatically vest upon a change in control (i.e., single 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.

Long-term performance. Performance share unit awards are based upon our performance over a three-year period, which reduces any incentive to take short-term risks. In addition, the performance measures we use align management and stockholder interests. The outstanding awards are subject to absolute stock price appreciation and relative total stockholder return goals.

Vesting over extended periods. Stock options and restricted stock units generally do not vest fully for four years. This longer 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.

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CD&A Compensation Committee Report

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. 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. Previously, our incentive plans provided for the recovery or cancellation of part or all of a particular participant’s bonuses and awards in the event we restated our financial results to correct a material error or inaccuracy resulting in whole or in part from the fraud or intentional misconduct of that participant.

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 has recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement.

Compensation Committee
Henry Nasella, Chairman
Craig Rydin
Amanda Sourry

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Executive Compensation Tables

Summary Compensation Table

The Summary Compensation Table includes the 2016, 2017 and 2018 compensation data for our Named Executive Officers.

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards1 ($)		Option Awards2 ($)		Non-Equity Incentive Plan Compensation3 ($)		Change in Pension Value and Non-qualified Deferred Compensation Earnings4 ($)		All Other Compensation5 ($)		Total ($)
EMANUEL CHIRICO, Chairman and Chief Executive Officer, PVH Corp.		2018		1,450,000		0		8,008,708		2,054,910		4,736,850		609,305		205,831		17,065,604
		2017		1,350,000		0		6,846,778		2,280,669		4,050,000		2,493,110		197,008		17,217,565
		2016		1,350,000		0		6,867,719		2,491,935		4,050,000		1,184,388		150,488		16,094,530
MICHAEL A. SHAFFER, Executive Vice President and Chief Operating & Financial Officer, PVH Corp.		2018		916,667		0		1,399,812		809,280		1,460,483		233,719		89,336		4,909,297
		2017		900,000		0		1,350,940		619,565		1,800,000		797,833		81,563		5,549,901
		2016		891,667		0		1,251,912		673,785		1,575,000		349,103		61,320		4,802,787
FRANCIS K. DUANE, Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands		2018		1,141,667		0		3,699,810		0		1,552,035		377,725		101,148		6,872,385
		2017		1,116,667		0		950,696		452,115		1,968,750		1,427,958		40,861		5,957,047
		2016		1,091,667		0		1,051,384		584,660		1,925,000		700,633		72,561		5,425,905
DANIEL GRIEDER6, Chief Executive Officer, Tommy Hilfiger Global and PVH Europe		2018		997,686		0		900,127		708,120		1,948,029		N/A		122,478		4,676,440
		2017		1,014,044		0		1,400,498		576,028		1,903,249		N/A		147,328		5,041,147
		2016		937,209		0		900,790		631,005		1,682,014		N/A		152,971		4,303,989
STEVEN B. SHIFFMAN, Chief Executive Officer, Calvin Klein		2018		966,667		0		1,000,135		606,960		739,031		262,996		123,891		3,699,680
		2017		941,667		0		1,000,831		495,652		1,172,410		750,317		87,369		4,448,246
		2016		908,333		0		1,201,661		538,315		1,081,788		367,852		72,167		4,170,116

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 if performance objectives ~~and~~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 ($)		Fiscal Year		Restricted Stock Units ($)		Performance Share Unit Awards ($)		Total Stock Awards ($)
Emanuel Chirico		2017		1,850,096		4,996,682		6,846,778
		2016		1,850,244		5,017,475		6,867,719
		2015		1,525,214		3,818,598		5,343,812
Michael A. Shaffer		2017		750,392		600,548		1,350,940
		2016		750,196		501,716		1,251,912
		2015		550,127		251,253		801,380
Francis K. Duane		2017		550,260		400,436		950,696
		2016		650,011		401,373		1,051,384
		2015		450,084		201,043		651,127
Daniel Grieder		2017		1,200,280		200,218		1,400,498
		2016		700,103		200,687		900,790
		2015		500,380		0		500,380
Steven B. Shiffman		2017		600,395		400,436		1,000,831
		2016		800,288		401,373		1,201,661
		2015		300,056		201,043		501,099
EMANUEL CHIRICO										2018		3,000,067		5,008,641		8,008,708
										2017		1,850,096		4,996,682		6,846,778
										2016		1,850,244		5,017,475		6,867,719
MICHAEL A. SHAFFER										2018		800,577		599,235		1,399,812
										2017		750,392		600,548		1,350,940
										2016		750,196		501,716		1,251,912
FRANCIS K. DUANE										2018		3,300,264		399,546		3,699,810
										2017		550,260		400,436		950,696
										2016		650,011		401,373		1,051,384
DANIEL GRIEDER										2018		700,270		199,857		900,127
										2017		1,200,280		200,218		1,400,498
										2016		700,103		200,687		900,790
STEVEN B. SHIFFMAN										2018		600,589		399,546		1,000,135
										2017		600,395		400,436		1,000,831
										2016		800,288		401,373		1,201,661

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Executive Compensation Tables Summary Compensation Table

The fair value of RSUs is equal to the closing price of our ~~Common Stock~~common stock on the grant date multiplied by the number of units granted. The PSUs granted are subject to market conditions. The fair value of each such award was established on the grant date using the Monte Carlo simulation model, which was based on the following assumptions:

	2017			2016			2015			2018			2017			2016
Weighted average grant date fair value per PSU		$	96.26		$	86.96		$	101.23		$	159.04		$	96.26		$	86.96
Risk-free interest rate			1.49%			1.04%			0.90%			2.62%			1.49%			1.04%
Expected annual dividends per share		$	0.15		$	0.15		$	0.15		$	0.15		$	0.15		$	0.15
Expected Company volatility			31.29%			28.33%			29.10%			29.78%			31.29%			28.33%

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 2018, 2017 and 2016 are subject to a holding period of one year after the applicable vesting date. For such awards, the grant date fair value was discounted 7.09%, 12.67% and 12.99%, respectively, for ~~this~~the restriction onof liquidity, which we ~~calculated~~calculate using the Chaffe 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~~common stock on the grant date.

Name	2017			2016			2015			2018			2017			2016
Emanuel Chirico		$	11,018,303		$	11,621,984		$	8,762,495		$	10,270,262		$	11,018,303		$	11,621,984
Michael A. Shaffer			1,156,465			1,010,994			512,483			1,141,532			1,156,465			1,010,994
Francis K. Duane			771,011			808,776			409,966			761,075			771,011			808,776
Daniel Grieder			385,557			404,437			0			380,618			385,557			404,437
Steven B. Shiffman			771,011			808,776			409,966			761,075			771,011			808,776

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:

	2017			2016			2015			2018			2017			2016
Weighted average grant date fair value per option		$	33.49		$	35.65		$	40.30		$	51.60		$	33.49		$	35.65
Weighted average risk-free interest rate			2.10%			1.44%			1.53%			2.78%			2.10%			1.44%
Expected annual dividends per share		$	0.15		$	0.15		$	0.15		$	0.15		$	0.15		$	0.15
Weighted average Company volatility			29.46%			34.67%			36.31%			26.93%			29.46%			34.67%
Weighted average expected option term, in years			6.25			6.25			6.25			6.25			6.25			6.25

The compensation reported consists of payouts in 2019 of the annual awards granted in 2018 under our Performance Incentive Bonus Plan.

The compensation reported consists of the changes in values under our Pension Plan, our Supplemental Pension Plan and each U.S.-based NEO’s capital accumulation program agreement, if any, 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 2017 133,366 2,190,995 168,749 2,493,110
2016 70,979 985,601 127,808 1,184,388
2015 (21,811) 139,499 (10,498) 107,190
Michael A. Shaffer 2017 125,466 672,367 N/A 797,833
2016 60,200 288,903 N/A 349,103
2015 (39,296) 16,095 N/A 0
Francis K. Duane 2017 120,192 1,151,634 156,132 1,427,958
2016 65,797 515,489 119,347 700,633
2015 (11,876) 85,919 (30,104) 43,939
Steven B. Shiffman 2017 132,231 618,086 N/A 750,317
2016 70,372 297,480 N/A 367,852
2015 (21,459) 115,565 N/A 94,106

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		2018		21,923		555,942		31,440		609,305
		2017		133,366		2,190,995		168,749		2,493,110
		2016		70,979		985,601		127,808		1,184,388
MICHAEL A. SHAFFER		2018		8,248		225,471		N/A		233,719
		2017		125,466		672,367		N/A		797,833
		2016		60,200		288,903		N/A		349,103
FRANCIS K. DUANE		2018		25,409		321,528		30,788		377,725
		2017		120,192		1,151,634		156,132		1,427,958
		2016		65,797		515,489		119,347		700,633
STEVEN B. SHIFFMAN		2018		21,873		241,123		N/A		262,996
		2017		132,231		618,086		N/A		750,317
		2016		70,372		297,480		N/A		367,852

†

The amounts reported represent the aggregate change in the actuarial value of the NEOs’ accumulated benefits under all defined benefit plans. ~~The amount reported for the total change in pension present value for Mr. Shaffer in 2015 is zero, as the change in the aggregate value was negative.~~

~~No information is provided for~~ Mr. Grieder ~~as he~~ is not a participant in either plan, nor does he have a capital accumulation program agreement. See discussion on page 2346. Additional information regarding ~~our Pension Plan, our Supplemental Pension Plan~~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 4964.

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6Executive Compensation Tables Summary Compensation Table

The following table provides additional information about the amounts that appear in the All Other Compensation column:

																			Perquisites
Name	Perquisites										Contributions to Defined Contribution Plansc ($)		Executive Medical Premiums ($)		Other Pension- Related Paymentsd ($)		Total ($)		Fiscal Year		Clothing Allowancea ($)		Personal Travelb ($)		Housing ($)		Otherc ($)		Contributions to Defined Contribution Plansd ($)		Executive Medical Premiums ($)		Other Pension-Related Paymentse ($)		Total ($)
Name	Fiscal Year		Clothing Allowance ($)		Personal Travela ($)		Housing ($)		Otherb ($)		Contributions to Defined Contribution Plansc ($)		Executive Medical Premiums ($)		Other Pension- Related Paymentsd ($)		Total ($)
Emanuel Chirico		2017		0		27,658		0		0		163,350		6,000		0		197,008
		2016		0		26,725		0		0		117,763		6,000		0		150,488
		2015		0		28,607		0		0		94,981		6,638		0		130,226
Michael A. Shaffer		2017		0		0		0		0		75,563		6,000		0		81,563
		2016		0		0		0		—		55,320		6,000		0		61,320
		2015		0		0		0		—		44,071		6,638		0		50,709
Francis K. Duane		2017		0		0		0		0		34,861		6,000		0		40,861
		2016		0		0		0		—		66,561		6,000		0		72,561
		2015		0		0		0		—		53,996		6,638		0		60,634
Daniel Grieder		2017		0		35,375		54,893		3,431		13,513		0		35,208		142,420
		2016		0		36,240		53,035		2,762		10,552		0		45,680		148,269
		2015		0		36,178		52,958		2,985		9,966		0		57,259		159,346
Steven B. Shiffman		2017		15,634		0		0		3,672		62,063		6,000		0		87,369
		2016		17,152		0		0		0		49,015		6,000		0		72,167
		2015		18,032		0		0		0		46,802		6,638		0		71,472
EMANUEL CHIRICO																				2018		0		32,943		0		0		166,438		6,450		0		205,831
																				2017		0		27,658		0		0		163,350		6,000		0		197,008
																				2016		0		26,725		0		0		117,763		6,000		0		150,488
MICHAEL A. SHAFFER																				2018		0		0		0		0		82,886		6,450		0		89,336
																				2017		0		0		0		0		75,563		6,000		0		81,563
																				2016		0		0		0		—		55,320		6,000		0		61,320
FRANCIS K. DUANE																				2018		0		0		0		0		94,698		6,450		0		101,148
																				2017		0		0		0		0		34,861		6,000		0		40,861
																				2016		0		0		0		—		66,561		6,000		0		72,561
DANIEL GRIEDER																				2018		0		27,649		56,328		654		14,105		0		23,742		122,478
																				2017		0		40,283		54,893		3,431		13,513		0		35,208		147,328
																				2016		0		40,942		53,035		2,762		10,552		0		45,680		152,971
STEVEN B. SHIFFMAN																				2018		47,941		0		0		3,942		65,558		6,450		0		123,891
																				2017		15,634		0		0		3,672		62,063		6,000		0		87,369
																				2016		17,152		0		0		0		49,015		6,000		0		72,167

Mr. Shiffman had an allowance for purchases of CALVIN KLEIN apparel. See discussion on page 46. The amount reported in 2018 includes $36,347 for 2018 purchases and $11,594 for 2017 purchases reimbursed in 2018.

For Mr. Chirico, this represents personal use of ~~the Company~~a company car and driver.~~See~~ ~~discussion on page~~ 31. For Mr. Grieder, this represents personal use of a company car and driver and personal travel expense relating to travel between our PVH ~~Europe/Tommy Hilfiger global~~Europe headquarters in Amsterdam and his home in Zurich. See discussion on page 3146.

Other perquisites include gym memberships and personal tax services. A dash indicates that the NEO received a personal benefit but the amount was not required to be disclosed under SEC rules.

For our U.S.-based NEOs, this represents contributions to our AIP and our Supplemental Savings Plan. For Mr. Grieder, this represents contributions to Zwitserleven Pensioen Plan (a defined contribution plan for ~~our~~ associates in our European headquarters in Amsterdam).

A change in Dutch law that became effective in 2015 limits the allowed contributions to a defined contribution plan. As a result, we implemented a plan to pay decreasing amounts to associates who participate in that plan, including Mr. Grieder, ~~decreasing amounts~~ to compensate them for the difference in the amounts that would otherwise have been contributed on their behalf to the Zwitserleven Pensioen Plan. These amounts are being paid over the five-year period ending in 2019.

Mr. Grieder’s cash compensation was paid in euros and has been converted at ~~euro to U.S.~~euro-to-U.S. dollar exchange rates of 1.1735 for 2018, 1.1436 for 2017 and 1.1049 for 2016, ~~and 1.1033 for 2015,~~ which were the average exchange rates for the applicable fiscal years.

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Executive Compensation Tables Grants 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: Number of Shares of Stock or Units2 (#)		All Other Option Awards: Number of Securities Underlying Options3 (#)		Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)
EMANUEL CHIRICO		4/23/2018																39,000		160.26		2,054,910
		4/23/2018														18,720						3,000,067
		4/23/2018								16,022		32,043		64,085								5,008,641
		4/23/20184		1,500,000		3,000,000		6,000,000
MICHAEL A. SHAFFER		4/6/2018																16,000		156.73		809,280
		4/6/2018														5,108						800,577
		4/23/2018								1,781		3,562		7,123								599,235
		4/23/20184		462,500		925,000		1,850,000
FRANCIS K. DUANE		4/6/2018														21,057						3,300,264
		4/23/2018								1,188		2,375		4,749								399,546
		4/23/20184		431,250		862,500		2,012,500
DANIEL GRIEDER		4/6/2018																14,000		156.73		708,120
		4/6/2018														4,468						700,270
		4/23/2018								594		1,188		2,375								199,857
		4/23/20184,5		519,835		1,039,670		2,079,339
STEVEN B. SHIFFMAN		4/6/2018																12,000		156.73		606,960
		4/6/2018														3,832						600,589
		4/23/2018								1,188		2,375		4,749								399,546
		4/23/20184		365,625		731,250		1,706,250

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
Units2
(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options3
(#)
Exercise or
Base Price
of Option
Awards
($/sh) Grant Date
Fair Value
of Stock
and Option
Awards
($)
Name Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
Emanuel Chirico 4/7/2017 68,100 101.90 2,280,669
4/7/2017 18,156 1,850,096
4/25/2017 26,778 53,555 107,109 4,996,682
4/25/20174 1,012,500 2,025,000 4,050,000
Michael A. Shaffer 4/7/2017 18,500 101.90 619,565
4/7/2017 7,364 750,392
4/25/2017 2,811 5,621 11,242 600,548
4/25/20174 450,000 900,000 1,800,000
Francis K. Duane 4/7/2017 13,500 101.90 452,115
4/7/2017 5,400 550,260
4/25/2017 1,874 3,748 7,495 400,436
4/25/20174 421,875 843,750 1,968,750
4/25/20175 150,000 300,000 900,000
Daniel Grieder 4/7/2017 17,200 101.90 576,028
4/7/2017 4,907 500,023
4/7/2017 6,872 700,257
4/25/2017 937 1,874 3,748 200,218
4/25/20174,6 475,812 951,625 1,903,249
4/25/20175,6 787,940 1,575,881 4,725,355
Steven B. Shiffman 4/7/2017 14,800 101.90 495,652
4/7/2017 5,892 600,395
4/25/2017 1,874 3,748 7,495 400,436
4/25/20174 356,250 712,500 1,662,500
4/25/20175 750,000 1,500,000 4,500,000

These amounts represent potential payouts of PSU awards. See discussion on ~~page~~pages 3041–42.

These amounts represent RSU awards. See discussion on page 2941.

These amounts represent stock option awards. See discussion on page 2941.

These amounts represent potential payouts of cash awards under our Performance Incentive Bonus Plan with respect to ~~2017~~2018 performance.

~~These amounts represent potential payouts of cash GRIP awards under our Long-Term Incentive Plan subject to a three-year performance cycle.~~

Potential cash payouts for Mr. Grieder have been converted at a ~~euro to U.S.~~euro-to-U.S. dollar exchange rate of ~~1.1436,~~1.1735, which was the average exchange rate for ~~2017.~~2018.

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Executive Compensation Tables
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, Francis K. Duane8 and Steven B. Shiffman

Our employment agreements with each of Messrs. Chirico, Shaffer, Duane and Shiffman 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 and, other than following a termination without cause or for good reason, competing against us by accepting employment or being otherwise affiliated with a competitor (for Messrs. Chirico and Duane) or interfering with our business relationships. The agreements for Messrs. Chirico, Shaffer and Duane provide for an annual review of their respective salaries and permit upward adjustments of salary. ~~In addition,~~

Mr. Duane was a party to the ~~agreements set forth these executives’ rights~~described employment agreement for approximately the first month of 2018. Mr. Duane entered into a new employment agreement effective March 1, 2018, as described immediately below. For ease of reading, the description is in the present tense even as applied to ~~severance upon termination of employment.~~Mr. Duane.

Termination for “cause” or “good reason.”Generally, each executive is entitled to severance only if his employment is terminated by usPVH without “cause” or if he terminates his employment for “good reason.”

“Cause” is generally defined as:

*■

gross negligence or willful misconduct in the executive’s 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 his 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);

*■

the executive’s having willfully divulged, furnished, or made accessible any confidential information (as defined in the employment agreement); or

*■

any act or failure to act by the executive ~~which,~~that, under the provisions of applicable law, disqualifies him from acting in his position.

“Good reason” is generally defined as:

*■

the assignment to the executive 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;

*■

the taking of any action that substantially diminishes (a) the aggregate value of the executive’s total compensation opportunity ~~and/~~or (b) the aggregate value of the employee benefits provided to him;

*■

requiring that the executive’s services be rendered primarily at a location or locations more than 35 miles (75 miles for Messrs. Shaffer and Shiffman) from ~~the Company’s~~PVH’s principal executive offices;

*■

for Mr. Chirico only, solely after a change in control of ~~the Company,~~PVH, a change in the Chairman of the Board of Directors such that neither the person holding such position immediately prior to the change in control nor Mr. Chirico is serving as the Chairman at any time during the one-year period following such change in control (other than as a result of such person’s cessation of service due to death or disability); or

*■

for Messrs. Chirico and Duane, 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 Messrs. Shaffer and Duane; two times for Messrs. Chirico and Shiffman) of the sum of his base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the ~~Company’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). ~~Payments to~~ Messrs. Chirico, Shaffer, Duane and Shiffman are ~~subject~~required to ~~them executing~~execute a release of claims in our ~~favor.~~favor in order to receive these payments. All such ~~payments~~amounts are payable in accordance with our payroll schedule in 36 (for Messrs. Shaffer and Duane) or 48 (for Messrs. Chirico and Shiffman) substantially equal installments.

The agreements ~~generally~~ provide that for 18a period of time (18 months ~~(two~~for Messrs. Shaffer and Duane, two years for Mr. Chirico and 12 months for Mr. Shiffman) following the termination of the executive’s employment without cause or for good reason, medical, dental, life, and disability insurance coverages are continued for the executive (and his 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

PVH CORP. 2019 PROXY STATEMENT

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

or mitigate damages). The executive is required to pay the active employee rate, if any, for such coverage.

~~Mr. Duane was~~Termination following a party to the described employment agreement during 2017. Mr. Duane entered into a new employment agreement effective March 1, 2018, as described immediately below. For ease of reading, the description ischange in ~~the present tense.~~

~~TABLE OF CONTENTS~~

control.Messrs. Chirico, Shaffer, Duane and Shiffman also are 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 ~~the Company~~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 his base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the ~~Company’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 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 ~~the Company~~PVH or a “change in the ownership of a substantial portion of ~~a corporation’s~~[PVH’s] assets” (each within the meaning of Section 409A of the Code). ~~This~~Otherwise, this amount will be paid in 48 (72 for Mr. Chirico) substantially equal payments if the change in control does not constitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” under Section 409A.payments. These executives also would receive comparable medical, dental, life and disability 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. In addition, if the receipt of the foregoing severance would subject ~~the~~any executive to the excise tax on excess parachute payments under Section 4999 of the Code, his severance would be reduced by the amount required to avoid the excise tax if such a reduction would give him a better after-tax result than if he received the full severance amount.

The agreements also include certain restrictive covenants in favor of the Company. The covenants include prohibitions during and after employment against the use of confidential information and soliciting our employees for employment by themselves or anyone else and, other than following a termination without cause or for good reason, competing against us by accepting employment or being otherwise affiliated with a competitor (for Messrs. Chirico and Duane) or interfering with our business relationships.

Francis K. Duane9

We entered into ana new employment agreement with Mr. Duane on March 29, ~~2018; the~~2018. The employment agreement became effective as of March 1, 2018, and expires on February 28, 2021. It provides that he will serve as the Chief Executive Officer, Heritage Brands, and Vice Chairman, PVH Corp., in which roles he will continue the overall management of our North America wholesale customer relationships and work on corporate strategic initiatives. ~~We have~~PVH has the right, on or after February 3, 2020, to modify ~~in our discretion~~ Mr. Duane’s titles, duties and responsibilities so as to enable him to focus on the smooth transition of his duties as of the end of the ~~term.~~term of the agreement.

In accordance with Mr. Duane’s employment agreement, ~~provides that~~ his base salary ~~will be increased to~~was fixed at $1,150,000 per ~~annum~~year effective June 1, 2018, and will continue at that level ~~for~~until the ~~remainder of the term.~~agreement expires. Mr. Duane’s base salary cannot be reduced.

The employment agreement also provides for Mr. Duane’s continued participation in our bonus and stock plans and other incentive compensation programs for similarly situated executives. It further provides that the only equity awards ~~that~~ he will be eligible to receive ~~during the term~~ are a single grant of ~~RSUs~~restricted stock units with a fair market value on the date of grant of approximately $3.3 million,109 and the ~~PSU~~performance share unit awards described below. The ~~RSU~~restricted stock unit grant was made on the same date during 2018 on which ~~the~~ annual awards were made to other executive officers and is subject to ratable annual vesting over a three-year period. Mr. Duane also received in 2018 and 2019, and will receive in ~~2019 and~~ 2020, annual awards of ~~PSUs~~performance share units with a target value of $400,000. The 2018 ~~PSU award was,~~ and 2019 performance share unit awards were, and the 2020 awards will be, granted at the same time and with similar terms and conditions as ~~PSU~~performance share unit awards granted to the other Named Executive Officers, with the actual number of shares and their value determined on the date of grant in accordance with our standard grant practices. No ~~PSU~~performance share unit award will be granted to Mr. Duane in 2021. Mr. Duane also is ~~also~~ eligible to participate in all employee benefits and insurance plans sponsored or maintained for similarly situated executives and is entitled to reimbursement of reasonable business expenses.

Termination for “cause” or “good reason.”Mr. Duane’s employment agreement sets forth his rights to severance and other payments upon termination of employment. Generally, Mr. Duane is entitled to severance only if his employment is terminated by usPVH without “cause” or by him for “good reason” prior to February 3, 2020. ~~“Cause” is generally defined~~The definitions of each term are substantially the same as ~~(1) gross negligence or willful misconduct in Mr. Duane’s performance of the material responsibilities of~~under his office or position, which results in material economic harm to us or in material reputational harm causing demonstrable injury to us; (2) Mr. Duane’s willful and continued failure to perform substantially his duties (other than any such failure resulting from incapacity due to physical or mental illness); (3) Mr. Duane’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); (4) Mr. Duane having willfully divulged, furnished or made accessible any confidential information (as defined in the agreement); or (5) any act or failure to act by Mr. Duane, which, under the provisions of applicable law, disqualified him from acting in the capacity in which he is then acting for us. “Good reason” is generally definedprior agreement, as (i) the assignment to Mr. Duane of any duties inconsistent in any material respect with his position or any other action that results in a material diminution in such position; (ii) a reduction of base salary; (iii) the taking of any action by us that substantially diminishes (A) the aggregate value of Mr. Duane’s total compensation opportunity or (B) the aggregate value of the employee benefits provided to him; (iv) requiring that Mr. Duane’s services be rendered primarily at a location or locations more than 35 miles from our principal executive offices; or (v) our failure to require any successor to assume expressly and agree to perform his employment agreement. discussed above.

Mr. Duane’s right to terminate his employment for good reason is only exercisable prior to February 3, 2020, and will not be exercisable if his compensation is reduced by the Board pursuant to our Clawback Policy (~~see~~described on page 3348 ~~for further discussion)~~.

~~Mr. Duane was a party to the described employment agreement with us discussed immediately above for 2017.~~

~~The actual value of the award was determined in accordance with our standard grant practice.~~

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If Mr. Duane’s employment is terminated by us without cause or by him prior to February 3, 2020, for good reason, he is entitled, subject to executing a release of claims in our favor, to (1) an aggregate amount equal to the sum of (A) base salary through the end of the term of the employment agreement and (B) an amount equal to the bonus that would be payable if target level performance were achieved under our annual bonus plan (if any) through the end of the term; (2) $400,000 in lieu of any annual ~~PSU~~performance share unit award that has not yet been made in accordance with the agreement; (3) full vesting of his 2018 ~~RSU~~restricted stock unit award; and (4) payment with respect to any annual ~~PSU~~performance share unit award granted in accordance with the employment agreement, calculated as if Mr. Duane ~~retired under the employment agreement.~~retired. The severance amount payable under clause

9 The actual value of the award was determined in accordance with our standard grant practice.

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(1) would be paid in equal installments on the same schedule that base salary was paid immediately prior to the date of the termination of employment. Any amount payable under clause (2) would be paid within 30 days after Mr. Duane’s termination of employment. The employment agreement also provides that during the period that the severance amount payable under clause (1) is paid (or, if less, for the 18-month period following the date of the termination of Mr. Duane’s employment without cause or for good reason), medical, dental, life and disability insurance coverages ~~are~~will be continued for Mr. Duane (and his family, to the extent participating prior to termination of employment), subject to cessation if he obtains replacement coverage from another employer (although there is no duty to seek employment or mitigate damages). Mr. Duane is required to pay the active employee rate, if any, for such coverage.

In the event of Mr. Duane’s ~~voluntary resignation without good reason prior to February 14, 2019, his~~ retirement ~~on or after February 14, 2019,~~ or the termination of his employment upon the scheduled expiration of the employment agreement, he is entitled to (1) the portion of his base salary for periods prior to the effective date of termination that is accrued but unpaid (if any), (2) ~~all~~any unreimbursed expenses, ~~(if any),~~ and (3) the payment or provision of certain other benefits. Additionally, if the date of the termination of employment is on or after December 31, 2020, any unvested portion of the 2018 ~~RSU~~restricted stock unit award will accelerate and become fully vested as of such date. If the date of the termination of employment is ~~on or after~~between December 31, 2019, ~~but before~~and December 31, 2020, 66.66% of the award will vest and the unvested portion will be forfeited. If the date of the termination of employment is ~~on or after~~between December 31, 2018, ~~but before~~and December 31, 2019, 33.33% of the award granted will vest and the unvested portion will be forfeited. Lastly, any ~~outstanding PSU~~performance share unit award will be subject to full vesting based on actual performance without any proration, and will be payable at the same time as performance share unit awards are payable to other participants, unless the date of the termination of Mr. Duane’s employment is ~~(1) prior to February 14, 2019, or (2)~~ before the last day of the first fiscal year of the performance period with respect to a specific award, in which case the award will be forfeited.

If the receipt of any of the foregoing payments and benefits would subject Mr. Duane to the excise tax on parachute payments under Section 4999 of the Code, such amounts would be reduced by the amount required to avoid the excise tax if such a reduction would give him a better after-tax result than if he received such amounts otherwise payable to him.

Mr. Duane’s employment agreement also includes certain restrictive covenants in ~~our~~PVH’s favor. The covenants include prohibitions during and after employment against the use of confidential information, interfering with our business relationships, soliciting our ~~employees~~associates for employment by himself or anyone else, and competing against us or accepting employment with a competitor.

Daniel Grieder

Our employment agreement with Mr. Grieder outlines the compensation and benefits to be paid to ~~him. In addition, the agreement~~him and sets forth the parties’ rights to terminate Mr. Grieder’s employment and the restrictive covenants ~~in our favor~~ to which he has agreed.

Mr. Grieder’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 Chief Executive Officer or Board of Directors may designate. It also provides that his compensation is subject to annual review and upward adjustment. The terms include payment or reimbursement of personal expenses relating to annual housing costs, personal tax and accounting support, and costs related to travel between Mr. Grieder’s home country and our PVH ~~Europe/Tommy Hilfiger global offices~~Europe headquarters in Amsterdam. We believe the payment and reimbursement of these types of costs is common practice for key executives in Europe who work in one country and regularly travel to their residence in their home country, and also is ~~also~~ consistent with ~~certain costs of~~provisions made for other senior executives in our Amsterdam office who travel back to their home country residences.

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

“Cause” is generally defined as an urgent cause within the meaning of Dutch law and, to the extent not covered thereby, ~~(1)~~ includes:

■

gross negligence or willful misconduct by Mr. Grieder in his performance of the material responsibilities of his office or position, which results in material economic harm to usPVH or in material reputational harm causing demonstrable injury to us; ~~(2)~~

■

Mr. Grieder’s willful and continued failure to perform substantially his duties (other than any such failure resulting from incapacity due to physical or mental illness), after delivery of a written demand for substantial performance and Mr. Grieder’s failure to cure such performance failure to our reasonable satisfaction within 20 days following his receipt of such written demand; ~~(3)~~

■

Mr. Grieder’s conviction of, or plea of guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law or the equivalent under the law of any foreign jurisdiction (other than a traffic violation); ~~(4)~~

■

Mr. Grieder’s having willfully divulged, furnished or made accessible confidential information (as defined in the employment agreement); or ~~(5)~~

■

any act or failure to act by Mr. Grieder ~~which,~~that, under the provisions of applicable law, disqualifies him from acting in any or all capacities in which he is then acting for us. ~~“Good~~

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“Good reason” is generally defined ~~as (i)~~ as:

■

the assignment to Mr. Grieder of any duties inconsistent in any material respect with his position, or any other action by us

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that results in a material diminution in such position; ~~(ii)~~

■

a reduction of base salary; ~~(iii)~~

■

the taking of any action by us that substantially diminishes (A) the aggregate value of Mr. Grieder’s total compensation opportunity or (B) the aggregate value of the employee benefits provided to him relative to all other similarly situated senior executives; or ~~(iv)~~

■

requiring that Mr. Grieder’s services be rendered primarily at a location or locations more than 75 miles from ~~the location of~~ our principal office in Amsterdam.

Either party may terminate Mr. Grieder’s employment agreement, subject to a notice period of six months for Mr. Grieder and 12 months for us, in the event of a termination without cause by us or for good reason by Mr. Grieder or a termination by voluntary resignation (without good reason) by Mr. Grieder. The agreement automatically terminates ~~upon~~at the end of the month in which Mr. Grieder turns the statutory pension age under Dutch ~~law.~~law (currently 65 and two months).

If Mr. Grieder’s employment is terminated without cause or for good reason, he is entitled to the greater of (x) his base salary for 12 months and (y) the statutory severance amount 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. Grieder’s termination of employment. It is payable only if Mr. Grieder’s employment is terminated amicably through the execution and delivery by the parties of a settlement agreement acceptable under Dutch law. Mr. Grieder will receive the transition payment provided for under Dutch law if a settlement agreement is not entered into. In the event of a termination of employment without cause or for good reason, Mr. Grieder also is ~~also~~ eligible to receive a pro rata payout of any bonus award granted with respect to the performance cycle during which notice of termination is given, based on the actual performance level achieved for the entire cycle against the performance measures established for ~~Mr. Grieder’s~~his award. Any pro rata payout is payable at the same time that bonuses for the performance cycle are paid to similarly situated executives.

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

Mr. Grieder’s employment agreement also provides that in the event of his disability, which means his inability to work for a 104-week period, Mr. Grieder is entitled to receive 70% of his base salary for the 104-week period, and we would be entitled to

terminate his employment if and when permitted by applicable law and our short-term and long-term disability policies then in effect for the Amsterdam office.

The restrictive covenants in Mr. Grieder’s agreement include prohibitions during and following employment against Mr. Grieder’s use of confidential information, soliciting ~~Company employees~~PVH associates for employment by himself or anyone else, interfering with our business relationships and, other than following a termination of employment without cause or for good reason, 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.

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.

2006 Stock Incentive Plan

Our 2006 Stock Incentive Plan ~~provides for the granting of incentive and non-qualified~~enables us to grant stock options, restricted stock ~~restricted stock~~ units, ~~stock appreciation rights,~~ performance ~~shares, PSUs~~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 ~~PSUs~~performance share units and restricted stock units.

The following describes the effect upon stock option, restricted stock unit, and performance share unit awards ~~in the event~~ of a termination of employment or change in ~~control.~~control (the only types of awards currently outstanding).

Stock ~~Options~~options

Unvested stock options ~~granted after 2013~~ that are assumed by an acquirer upon a change in control will continue to vest on their original schedule and only become immediately exercisable in full after termination of employment (other than for ~~cause~~“cause” or without ~~good~~“good reason, ~~(as~~” as and if such terms are defined in a participant’s employment agreement)) within two years of the change in control (i.e., double trigger). All unvested stock options ~~granted prior to 2014 or granted after 2013 but~~that are not assumed by an acquirer upon a change in control will become immediately exercisable in full upon a change in ~~control of the Company.~~ control.

In ~~addition, in~~ the event of death, all unvested stock options generally become immediately exercisable. ~~Unvested~~In the event of retirement, unvested stock options granted in the year of retirement are forfeited immediately if the recipient retires ~~prior to~~before December ~~31 of the year in which the~~31; all other unvested stock options ~~were granted but otherwise~~ generally become immediately exercisable upon retirement. ~~If such~~Stock options, ~~are not thereafter exercised,~~if unexercised, generally ~~they~~ will expire three months after the qualification of the representative of ~~such optionee’s~~a recipient’s estate

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(in the event of ~~such optionee’s death~~a recipient’s death) or in three years in(in the event of ~~such optionee’s retirement.~~a recipient’s retirement). In all other circumstances, all unvested stock options will expire upon the termination of the ~~optionee’s~~recipient’s employment. If an ~~optionee~~option holder leaves our employ ~~prior to his or her death or retirement, for any reason~~ other than ain the case of death, retirement or termination for cause, any then-exercisable stock options previously granted to but not yet exercised by such ~~optionee~~recipient generally will expire within 90 days of such ~~optionee’s~~ termination of employment. ~~All~~If a recipient is terminated for cause, all of the recipient’s exercisable stock options will ~~expire upon an optionee’s termination of employment in the event an optionee is terminated for cause. Each of our Named Executive Officers holds~~immediately expire.

Restricted stock ~~options.~~

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~~Restricted Stock Units~~units

Unvested restricted stock units ~~granted after 2013~~ 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~~“cause” or without ~~good~~“good reason, ~~(as~~” as and if such terms are defined in a participant’s employment agreement)) within two years of the change in control (i.e., double trigger). All outstanding restricted stock units ~~granted prior to 2014 or granted after 2013 but~~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. 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 ~~prior to~~before December ~~31 of the year in which the restricted stock units were granted.~~31. When ~~the~~a recipient’s employment terminates for any other reason, unvested restricted stock units are forfeited immediately. ~~Each of our Named Executive Officers holds restricted stock units.~~

Performance ~~Share Units~~share units

The following sets forth the effect upon ~~PSUs~~performance share units of certain triggering events occurring during a performance ~~cycle:~~cycle.

	Death			~~For all awards, except for the awards granted in 2015, the~~The participant’s estate will receive the target level payout, prorated to reflect the portion of the performance cycle worked by the participant. For the awards granted in 2015, the participant’s estate will receive the payout based on actual performance as of the date of the participant’s death, prorated to reflect the portion of the performance cycle worked by the participant.
	Change in ~~Control~~control			Awards assumed by the acquirer upon a change in control will be deemed to have satisfied the performance level achieved (if calculable at the ~~time)~~time of the change in control) or at target performance (if performance is not calculable or less than half the performance cycle has elapsed). The awards then will ~~then~~ be deemed to be time-based and will vest upon the earlier of the participant’s termination of employment (other than for ~~cause~~“cause” or without ~~good~~“good reason, ~~(as~~” as and if such terms are defined in the participant’s employment agreement, if any)) or the scheduled end of the performance cycle (i.e., double trigger).
				The participant will receive the target level payout, prorated to reflect the portion of the performance cycle worked by the participant, for awards not assumed by the acquirer upon a change in control.
	Disability			The participant will receive the payout, if any, that would have been payable ~~to the participant~~ for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.
	Termination ~~Without Cause/Termination For “Good Reason”~~without cause/termination for “good reason”1			The participant will receive the payout, if any, that would have been payable ~~to the participant~~ for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant, if at least the first fiscal year during the performance cycle has been completed. ~~If the~~A participant who is terminated ~~prior to~~during the ~~applicable period, the participant~~first fiscal year will not receive a payout.
	Retirement			The participant will receive the full payout, if any, that would have been payable ~~to the participant~~ for the performance cycle if the participant retires on or after the last day of the fiscal year during which the award was granted. IfA participant who retires before the ~~participant retires prior to the applicable period, the participant~~last day of such fiscal year will not receive a payout.

“Good reason” is as defined under the participant’s employment agreement.

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

Payouts in the event of death or a change in control will be paid within 30 days of ~~death or~~ the ~~change in control, as the case may be,~~triggering event unless to do so would ~~trigger~~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. ~~Each~~

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Performance Incentive Bonus Plan

~~We pay annual cash bonuses under our Performance Incentive Bonus Plan based upon corporate and business unit performance.~~ The following sets forth the effect upon ~~Plan awards~~annual bonuses of certain triggering events occurring during a performance ~~cycle:~~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~~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”~~retirement/ termination without cause/termination for “good reason”1			The participant will receive the payout, if any, that would have been payable ~~to the participant~~ for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.

“Good reason” is as defined under the participant’s employment agreement.

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In all other cases, a participant must be employed by us on the last day of the performance cycle in order 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 ~~death or~~ the ~~change in control, as the case may be,~~triggering event unless to do so would ~~trigger~~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. ~~Each of our NEOs has been a participant in our Performance Incentive Bonus Plan.~~

Long-Term Incentive Plan

~~We have established our Long-Term Incentive Plan for our executive officers to make cash payments subject to meeting certain performance goals over a three-year period.~~ The following sets forth the effect upon ~~the~~ Long-Term Incentive Plan awards (including GRIP awards) of certain triggering events occurring during a performance ~~cycle:~~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~~control			The ~~plan~~award will be deemed ~~to be~~ 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., double trigger).
	Disability			The participant will receive the payout, if any, that would have been payable ~~to the participant~~ 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”~~ termination without cause/termination for “good reason”1			~~The~~If after the first fiscal year of the performance cycle, the participant will receive the payout, if any, that would have been payable ~~to the participant~~ for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant. A participant ~~if at least~~who is terminated during the first fiscal year ~~during the performance cycle has been completed. If the participant is terminated prior to the applicable period, the participant~~ will not receive a payout.

“Good reason” is as defined under the participant’s employment agreement.

In all other cases, a participant must be employed by us on the last day of the performance cycle in order 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 ~~death or~~ the ~~change in control, as the case may be,~~triggering event unless to do so would ~~trigger~~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. ~~Messrs. Duane, Grieder and Shiffman have outstanding awards under our Long-Term Incentive Plan.~~

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Executive Compensation TablesOutstanding Equity ~~Awards At~~at Fiscal Year-End

Outstanding Equity at Fiscal Year-End

			OPTION AWARDS1								STOCK AWARDS1										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 ($)		Date of Grant		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		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 Chirico		4/5/2012		46,300		0		91.88		4/5/2022
		5/1/2013		50,000		0		115.05		5/1/2023
		4/3/2014		34,650		11,550		124.53		4/3/2024
		4/2/2015		26,800		26,800		107.47		4/2/2025
		4/1/2016		17,475		52,425		99.39		4/1/2026
		4/7/2017		0		68,100		101.90		4/7/2027
		4/3/2014										6,124		925,153
		4/2/2015										10,644		1,607,989
		4/1/2016										13,962		2,109,239
		4/7/2017										18,156		2,742,827
		4/28/20154														84,875		12,822,066
		4/26/20165														118,968		17,972,496
		4/25/20176														107,109		16,180,957
Michael A. Shaffer		5/1/2013		13,100		0		115.05		5/1/2023
		4/3/2014		9,075		3,025		124.53		4/3/2024
		4/2/2015		7,000		7,000		107.47		4/2/2025
		4/30/2015		1,250		1,250		103.35		4/30/2025
		4/1/2016		4,725		14,175		99.39		4/1/2026
		4/7/2017		0		18,500		101.90		4/7/2027
		4/3/2014										1,808		273,135
		4/2/2015										3,141		474,511
		4/30/2015										726		109,677
		4/1/2016										5,661		855,207
		4/7/2017										7,364		1,112,479
		4/28/20154														4,964		749,911
		4/26/20165														10,349		1,563,423
		4/25/20176														11,242		1,698,329
Francis K. Duane		5/1/2013		14,200		0		115.05		5/1/2023
		4/3/2014		9,825		3,275		124.53		4/3/2024
		4/2/2015		0		7,600		107.47		4/2/2025
		4/1/2016		0		12,300		99.39		4/1/2026
		4/7/2017		0		13,500		101.90		4/7/2027
		4/3/2014										1,808		273,135
		4/2/2015										3,141		474,511
		4/1/2016										4,905		740,998
		4/7/2017										5,400		815,778
		4/28/20154														3,971		599,899
		4/26/20165														8,279		1,250,709
		4/25/20176														7,495		1,132,270
EMANUEL CHIRICO																				4/5/2012		46,300		0		91.88		4/5/2022
																				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		40,200		13,400		107.47		4/2/2025
																				4/1/2016		34,950		34,950		99.39		4/1/2026
																				4/7/2017		17,025		51,075		101.90		4/7/2027
																				4/23/2018		0		39,000		160.26		4/23/2028
																				4/2/2015										7,096		771,761
																				4/1/2016										9,308		1,012,338
																				4/7/2017										13,617		1,480,985
																				4/23/2018										18,720		2,035,987
																				4/26/20164														29,742			3,234,740
																				4/25/20175														26,778			2,912,375
																				4/23/20186														16,022			1,742,553
MICHAEL A. SHAFFER																				4/2/2015		0		3,500		107.47		4/2/2025
																				4/30/2015		625		625		103.35		4/30/2025
																				4/1/2016		0		9,450		99.39		4/1/2026
																				4/7/2017		4,625		13,875		101.90		4/7/2027
																				4/6/2018		0		16,000		156.73		4/6/2028
																				4/2/2015										2,094		227,743
																				4/30/2015										484		52,640
																				4/1/2016										3,774		410,460
																				4/7/2017										5,523		600,681
																				4/6/2018										5,108		555,546
																				4/26/20164														2,588			281,471
																				4/25/20175														2,811			305,724
																				4/23/20186														1,781			193,702
FRANCIS K. DUANE																				4/2/2015		0		3,800		107.47		4/2/2025
																				4/1/2016		0		8,200		99.39		4/1/2026
																				4/7/2017		0		10,125		101.90		4/7/2027
																				4/2/2015										2,094		227,743
																				4/1/2016										3,270		355,645
																				4/7/2017										4,050		440,478
																				4/6/2018										21,057		2,290,159
																				4/26/20164														2,070			225,133
																				4/25/20175														1,874			203,816
																				4/23/20186														1,188			129,207
DANIEL GRIEDER																				4/3/2014		6,146		0		124.53		4/3/2024
																				7/1/2014		550		0		117.71		7/1/2024
																				4/2/2015		0		2,925		107.47		4/2/2025
																				4/1/2016		0		8,850		99.39		4/1/2026
																				4/7/2017		0		12,900		101.90		4/7/2027
																				4/6/2018		0		14,000		156.73		4/6/2028
																				4/2/2015										2,328		253,193
																				4/1/2016										3,522		383,053
																				4/7/2017										5,154		560,549
																				4/6/2018										4,468		485,940
																				4/26/20164														1,035			112,567
																				4/25/20175														937			101,908
																				4/23/20186														594			64,603

PVH CORP. 2019 PROXY STATEMENT

TABLE OF CONTENTS

OPTION AWARDS1

STOCK AWARDS1

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
($)
Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3
($)

Daniel Grieder 5/1/2013 8,700 0 115.05 5/1/2023
4/3/2014 6,075 2,025 124.53 4/3/2024
7/1/2014 1,650 550 117.71 7/1/2024
4/2/2015 5,850 5,850 107.47 4/2/2025
4/1/2016 4,425 13,275 99.39 4/1/2026
4/7/2017 0 17,200 101.90 4/7/2027
4/3/2014 1,608 242,921
7/1/2014 426 64,356
4/2/2015 3,492 527,536
4/1/2016 5,283 798,103
4/7/2017 4,907 741,300
4/7/2017 6,872 1,038,153
4/26/20165 4,140 625,430
4/25/20176 3,748 566,210
Steven B. Shiffman 4/6/2010 3,500 0 60.08 4/6/2020
4/7/2011 3,200 0 64.97 4/7/2021
4/5/2012 3,100 0 91.88 4/5/2022
5/1/2013 3,300 0 115.05 5/1/2023
4/3/2014 2,325 775 124.53 4/3/2024
7/1/2014 2,400 800 117.71 7/1/2024
4/2/2015 3,500 3,500 107.47 4/2/2025
4/1/2016 3,775 11,325 99.39 4/1/2026
4/7/2017 0 14,800 101.90 4/7/2027
4/3/2014 604 91,246
7/1/2014 638 96,383
4/2/2015 2,094 316,341
4/1/2016 6,039 912,312
4/7/2017 5,892 890,104
4/28/20154 3,971 599,899
4/26/20165 8,279 1,250,709
4/25/20176 7,495 1,132,270

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 ($)
STEVEN B. SHIFFMAN		4/6/2010		3,500		0		60.08		4/6/2020
		4/7/2011		3,200		0		64.97		4/7/2021
		4/5/2012		3,100		0		91.88		4/5/2022
		5/1/2013		3,300		0		115.05		5/1/2023
		4/3/2014		3,100		0		124.53		4/3/2024
		7/1/2014		3,200		0		117.71		7/1/2024
		4/2/2015		5,250		1,750		107.47		4/2/2025
		4/1/2016		7,550		7,550		99.39		4/1/2026
		4/7/2017		3,700		11,100		101.90		4/7/2027
		4/6/2018		0		12,000		156.73		4/6/2028
		4/2/2015										1,396		151,829
		4/1/2016										4,026		437,868
		4/7/2017										4,419		480,610
		4/6/2018										3,832		416,768
		4/26/20164														2,070		225,133
		4/25/20175														1,874		203,816
		4/23/20186														1,188		129,207

These awards consist of stock options that vest in four equal installments on each of the first ~~through fourth~~four anniversaries of the grant date.

These awards consist of RSUs. Awards granted ~~prior to 2016~~in 2015 vest in increments of 25.0%, 25.0% and 50.0% on the second, third and fourth anniversaries of the grant date. Awards granted in or after 2016 vest in four equal installments on each of the first ~~through fourth~~four anniversaries of the grant date, except for the ~~4,907 RSUs~~award granted to Mr. ~~Grieder~~Duane in 2018, which vests in three equal installments on ~~April 7, 2017, which vested in full on~~each of the first ~~anniversary~~three anniversaries of the grant date. ~~These awards,~~Awards granted prior to 2018, other than those granted to Mr. Grieder, also are ~~also~~ subject to the requirement that we achieve a specific level of adjusted net income for any one of the fiscal years during the performance cycle ~~in order to~~before they vest. The required level was achieved for all applicable awards as of February ~~4, 2018.~~3, 2019.

The market value of unvested RSUs and unvested PSUs was calculated by multiplying the number of units by ~~$151.07,~~$108.76, the closing stock price of our ~~Common Stock~~common stock on February ~~2, 2018 (the~~1, 2019, the last business day of ~~2017).~~2018.

These awards consist of PSU awards. ~~They~~The after-tax shares received by Mr. Chirico are ~~shown~~subject to a holding period of one year after the vesting date. The above table shows the number of shares at the ~~maximum~~threshold level, ~~payout,~~ as the ~~projected~~estimated payout ~~level~~ as of the end of ~~2017~~2018 was ~~above target level~~below threshold-level performance. The awards vested in April ~~2018~~2019 upon the certification of the satisfaction of the performance criteria. The number of shares earned was ~~65,614~~52,001 for Mr. Chirico, ~~3,951~~4,524 for Mr. Shaffer, ~~3,161~~3,619 for Mr. Duane, ~~and 3,161~~1,810 for Mr. ~~Shiffman.~~Grieder and 3,619 for Mr. ~~Grieder did not receive a PSU grant in 2015.~~Shiffman.

These awards consist of PSU awards that will vest in April ~~2019~~2020 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out ~~would~~will be subject to a holding period of one year after the vesting date. The above table shows the number of shares ~~shown in the table are~~ at ~~maximum~~threshold level, as the estimated payout as of the end of ~~2017~~2018 is ~~above target level~~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.

These awards consist of PSU awards that will vest in April ~~2020~~2021 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out ~~would~~will be subject to a holding period of one year after the vesting date. The above table shows the number of shares ~~shown in the above table are~~ at ~~maximum~~threshold level, as the estimated payout as of the end of ~~2017~~2018 is ~~above maximum level~~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.

PVH CORP. 2019 PROXY STATEMENT

TABLE OF CONTENTS

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		84,479		13,378,404
Michael A. Shaffer		46,400		2,089,016		10,776		1,682,327
Francis K. Duane		38,575		1,631,625		9,001		1,402,433
Daniel Grieder		34,229		1,727,225		11,584		1,793,953
Steven B. Shiffman		0		0		8,587		1,334,989

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 458,000 48,046,218 17,892 1,839,991
Michael A. Shaffer 45,525 1,725,732 6,036 620,621
Francis K. Duane 24,000 690,154 5,542 570,098
Daniel Grieder 11,250 298,551 5,682 587,301
Steven B. Shiffman 6,200 706,553 3,984 414,632

The value realized on exercise equals the stock price of our ~~Common Stock~~common stock on the date of exercise less the exercise price, multiplied by the number of shares acquired upon exercise.

The value realized on vesting equals the stock price of our ~~Common Stock~~common stock on the date of vesting multiplied by the number of shares vested.

Pension Benefits

Name	Plan name	Number of Years Credited Service (#)		Present Value of Accumulated Benefit1 ($)		Payments During Last Fiscal Year ($)
Emanuel Chirico	Pension Plan2		24.1667		804,050		0
	Supplemental Pension Plan2		24.1667		10,230,761		0
	Capital Accumulation Program3		10.0000		1,791,183		0
Michael A. Shaffer	Pension Plan2		27.5833		655,087		0
Michael A. Shaffer	Supplemental Pension Plan2		27.5833		2,547,323		0
Francis K. Duane	Pension Plan2		19.6667		700,188		0
	Supplemental Pension Plan2		19.6667		5,305,002		0
	Capital Accumulation Program3		10.0000		1,689,645		0
Daniel Grieder			N/A		N/A		N/A
Steven B. Shiffman	Pension Plan2		25.1667		793,449		0
Steven B. Shiffman	Supplemental Pension Plan2		25.1667		2,581,966		0

Name Plan name Number of Years
Credited Service
(#)
Present Value of
Accumulated
Benefit1
($)
Payments During Last
Fiscal Year
($)
Emanuel Chirico
Pension Plan2
23.1666 782,127 0
Supplemental Pension Plan2 23.1666 9,674,819 0
Capital Accumulation Program3 10.0000 1,759,742 0
Michael A. Shaffer
Pension Plan2
26.5833 646,839 0
Supplemental Pension Plan2 26.5833 2,321,852 0
Francis K. Duane
Pension Plan2
18.6666 674,779 0
Supplemental Pension Plan2 18.6666 4,983,474 0
Capital Accumulation Program3 10.0000 1,658,857 0
Daniel Grieder N/A N/A N/A
Steven B. Shiffman
Pension Plan2
24.1666 771,576 0
Supplemental Pension Plan2 24.1666 2,340,843 0

Please 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 year ended February ~~4, 2018~~3, 2019, for the assumptions used in calculating the present value of the accumulated benefit. The present value of the accumulated benefit of Messrs. Chirico and Duane for the capital accumulation program was calculated using settlement rates based on the 10-year Treasury bill rates applicable under their agreements.

Pension Plan and Supplemental Pension Plan service credit and actuarial values are calculated as of February ~~4, 2018,~~3, 2019, which is the pension plan measurement date that we used for financial statement reporting purposes. Retirement age is the applicable plan’s “normal” retirement age or the earliest time when a participant may retire without an age-based reduction. The present values as of February ~~4, 2018~~3, 2019, are calculated based on the following assumptions: (i) for annuity payments in the qualified plan, the RP-2014 mortality table, and the ~~MP-2017~~MP-2018 mortality improvement projection scale, as published by the Society of Actuaries; (ii) a ~~4.08%~~4.35% discount rate; (iii) form of payment in the qualified plan for males ~~(30%~~(60% assumed to elect a life annuity, ~~40%~~20% assumed to elect a 50% joint and survivor, and ~~30%~~20% assumed to elect a 100% joint and survivor); and (iv) Supplemental Pension Plan lump sum values based on the assumptions prescribed under the Pension Protection Act of 2006 ~~(these include~~(including, for payments projected to be made after 2019, the newly mandated unisex mortality table specified by IRS Notice 2017-60, based on the RP-2014 table, with projected mortality improvements, and December ~~2017~~2018 segment rates of ~~2.33%~~3.38% for payments expected to be made for the first five years, ~~3.55%~~4.32% for payments between five and 20 years, and ~~4.11%~~4.69% for payments made after 20 ~~years, for payments projected to be made after 2018)~~years).

Capital accumulation program credited service relates to the number of full years of vesting credit accrued by each applicable NEO 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. 2019 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation Tables Defined Benefit Plans

Defined Benefit Plans

Pension Plan

Our Pension Plan is a qualified defined benefit plan. ~~This~~The Pension Plan is open to U.S.-based salaried, hourly clerical, and production, warehouse and distribution associates, with a few exceptions. Salaried associates are eligible to participate ~~in this Plan~~ beginning on the first day of the calendar quarter after they have completed one year of service in which they have 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, provided that it is anticipated they will work at least 1,000 hours in the year.

The benefits under ~~this~~the Pension Plan generally are ~~generally~~ 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 from the Plan.~~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~~Security-covered compensation breakpoint for each year of benefit service, assuming that the total benefit service (including prior service) does not exceed 35 years.

~~The benefits~~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. The benefits of our U.S.-based NEOs are fully vested.

~~If a~~Any participant who would be credited with ~~less~~fewer than 501 hours in a plan year due to a leave associated with the birth or adoption of a child or related childcare ~~the participant~~ will be credited with 501 hours of service to prevent a break in service. A participant 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, which is normally at age 65. Participants who have completed 10ten or more years of service are eligible for early ~~retirement; however,~~retirement benefits, but they must wait until they ~~obtain~~attain age 55 before ~~commencement of~~ benefit ~~payments.~~payments commence. Participants who terminate employment prior to age 55 and have worked 10ten or more years will receive ~~reduced~~unsubsidized early retirement benefits 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%

~~All of our NEOs are over age 55 and have worked 10 or more years, so therefore would not receive a reduced benefit.~~

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%

PVH CORP. 2019 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation Tables Defined Benefit Plans

We subsidize the early retirement benefit for participants who retire when they are ~~at least~~over age 55 and have ~~10 or~~worked more than ten years by making benefit payments in the applicable percentage shown below based on actual age and years of ~~service when they retire as follows:~~service.

Age At
Commencement Years of Service
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%
Early Retirement Factor
Age At
Commencement Years of Service
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%
Early Retirement Factor


Age at Commencement	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%


Age at Commencement	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 of our U.S.-based NEOs are eligible for subsidized early retirement benefits.

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 in one of the following ways:

♦Life-only annuity.

~~Life Only Annuity: If a~~ A participant who is not married or married less than 12 months when payments begin and who does not elect an optional payment method ~~he or she~~ will receive the full amount of ~~his or her~~the benefit in equal monthly installments for ~~the rest of his or her~~ life. Payments begin on the first of the month following the retirement date. After death, no additional payments are made.

♦

50% ~~Joint~~joint & ~~Survivor Annuity~~survivor annuity.~~: If a~~ A participant who is married for at least 12 months when payments begin ~~he or she~~ will receive ~~his or her~~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 ~~during his or her lifetime. After~~for life. Thereafter, the participant’s ~~death, his or her~~ 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 ~~during his or her lifetime~~for life and no additional payments are made after death.

♦

100% (or 75% or 662∕3%) ~~Joint~~joint & ~~Survivor Annuity~~survivor annuity.: A participant will receive a reduced lifetime benefit under this option. The participant names a beneficiary and chooses the percentage of ~~his or her~~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 662∕3%) for ~~the remainder of his or her~~ 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.

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♦Executive Compensation Tables
Defined Benefit Plans

Life & ~~Period Certain Annuity~~period certain 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~~refund annuity.: A participant will receive a reduced benefit for ~~his or her lifetime,~~life, payable in equal monthly installments, under this option. If the participant dies before receiving the full single lump sum value of his or her benefit, determined at the date ~~he or she retires,~~of retirement, the balance will be paid to ~~his or her~~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.

~~TABLE OF CONTENTS~~

♦

Social Security ~~Equalization~~equalization.: This option allows a participant who retires early to receive an increased monthly payment from the Pension Plan ~~initially if a~~until the participant ~~retires early and begins receiving payments from the Plan before he or she~~ 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.

Supplemental Pension Plan

Our Supplemental Pension Plan is a non-qualified defined benefit plan. Certain U.S.-based management and highly paid associates 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.

~~Our Supplemental Pension Plan~~ This plan was created ~~in order~~ to provide deferred compensation to ~~those management or~~ highly compensated ~~associates~~individuals in an effort to promote continuity of management and increased incentive and personal interest in the welfare of PVH on the ~~Company by~~part of those who are or may become primarily responsible for shaping and carrying out our ~~long range~~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 ~~our~~the Pension Plan and the balance is paid out under ~~our~~the Supplemental Pension Plan.

A participant in our Supplemental Pension Plan will not have any vested interest in such portion of ~~his or her~~any benefit ~~under the Plan~~ that accrues on or after January 1, 2007 unless the sum of ~~his or her~~the participant’s attained age and credited vesting years equals or exceeds 65 and, while employed by us, ~~he or she~~the participant has reached age 50 and has completed at least 10ten 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 ~~three~~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; or

*■

in five equal annual installments commencing January of the year following termination of ~~employment.~~employment; or

~~A participant~~■

in ten equal annual installments commencing January of the year following termination of employment, (applicable for benefit accruals from January 1, 2019, forward).

Participants may ~~elect to~~ change ~~his or her~~their benefit payment ~~election provided the change is made at least~~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 ~~generally~~ payable from our general assets. Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under Section 409A will accrue interest during the deferral period at the 10-year Treasury bill rate in effect on the first business day of the plan year in which the delayed payment period commences.

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 the program, participants are party to individual agreements under which participants who remain in our employ for a period of 10ten 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 anniversary of the execution of

PVH CORP. 2019 PROXY STATEMENT

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Executive Compensation Tables Non-Qualified Deferred Compensation

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 equal to the average of the 10-year Treasury bill rate on the first 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.

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 ~~thereunder~~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 ~~however,~~ subject to non-competition and non-disclosure restrictions that automatically terminate upon a change in control of ~~the Company.~~ PVH.

Messrs. Chirico and Duane each are ~~each~~ parties to an agreement with us under the capital accumulation program that provide for benefits of $2,000,000 each. Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under 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.

~~TABLE OF CONTENTS~~

Non-Qualified Deferred Compensation1

Name
Executive
Contributions in Last
Fiscal Year2
($)

Registrant
Contributions in Last
Fiscal Year2
($)

Aggregate Earnings
in Last Fiscal Year3
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate Balance
at Last Fiscal Year4
($)

Emanuel Chirico 360,000 153,900 297,708 — 6,461,210
Michael A. Shaffer 202,500 66,375 108,142 — 1,946,202
Francis K. Duane 93,521 25,338 148,704 — 4,742,564
Daniel Grieder N/A N/A N/A N/A N/A
Steven B. Shiffman 440,634 52,547 80,015 1,657,804 2,661,351

Our sole non-qualified 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		365,625		156,375		162,415		—		7,145,625
Michael A. Shaffer		225,521		73,188		50,561		—		2,295,472
Francis K. Duane		387,958		85,000		124,283		—		5,339,805
Daniel Grieder		N/A		N/A		N/A		N/A		N/A
Steven B. Shiffman		457,228		55,860		74,801		—		3,249,240

Amounts are reported in the Summary Compensation Table for ~~2017.~~2018.

Amounts are not reported in the Summary Compensation Table.

The amounts shown include amounts that were reported in the Summary Compensation Table for ~~2016~~2017 and ~~2015.~~2016. The aggregate of the previously reported amounts ~~are $648,413~~is $876,076 for Mr. Chirico; ~~$305,255~~$449,899 for Mr. Shaffer; ~~$547,237~~$429,472 for Mr. Duane; and ~~$722,325~~$824,600 for Mr. Shiffman.

Supplemental Savings Plan

Our Supplemental Savings Plan (“SSP”) is a non-qualified defined contribution plan that was designed to work in conjunction with ~~our~~the AIP (our 401(k) plan) to provide key executives and certain “highly compensated ~~employees”~~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 who are eligible for and participate in our AIP, including all of our U.S.-based Named Executive Officers.

~~Contributions by~~Participants may elect a ~~participant are based on his or her elected~~ deferral rate of up to 25% (75% effective January 1, 2019) of base ~~pay.~~pay for their contributions. Deferrals are directed first to a participant’s AIP account up to the maximum amount of eligible pay available under the law. ~~Contributions~~Effective January 1, 2019, SSP contributions for the year will not ~~allowed~~begin until the maximum permitted contributions have been made under ~~our AIP are made instead to our Supplemental Savings Plan.~~the AIP. Eligible pay under our Supplemental Savings Plan includes all categories of pay eligible under the AIP, as well as payouts under our Performance Incentive Bonus Plan. ~~A participant~~Participants may elect to defer up to 25% (75% for bonus based on 2019 fiscal year performance) of bonus compensation into ~~his or her~~their Supplemental Savings Plan ~~account.~~

accounts. For ~~our~~the Supplemental Savings Plan, ~~we contribute~~PVH contributes an amount equal to 100% of the first 2% of total compensation contributed by a participant, and an amount equal to 25% of the next 4% of total compensation contributed by the participant. Effective January 1, 2019, the match formula under the SSP was updated to the same formula that applies under the AIP. For the AIP, ~~we contribute~~PVH contributes an amount equal to 100% of the first 1% of total compensation contributed by a participant, ~~executive~~ and an amount equal to 50% of the next 5% of total compensation contributed by the participant.

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Executive Compensation Tables
Potential Payments Upon Termination and Change in Control Provisions

Our Supplemental Savings Plan is an unfunded plan. Participant contributions and our matching contributions are 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 retained as part of our general assets — a common corporate practice. Therefore, benefits are dependent on our ability to pay them when they become due.

Participant contributions, as well as our matching contributions for ~~our~~the 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 of each calendar year. Certain of our NEOs have current “grandfathered” balances measured against our Common Stock. Although such balances are not invested in actual Common Stock, the balances are adjusted daily to reflect the fair market value of a share of our Common Stock.

A participant’s before-tax contributions in our Supplemental Savings Plan are immediately fully vested. Our matching contributions vest ratably from the second through the fifth year of employment or, if earlier, when the participant reaches age 65, dies, or becomes totally and permanently disabled.

~~Unless a participant elects otherwise, a participant’s~~As part of the enrollment process, participants can elect to have their vested amount under the Supplemental Savings Plan (plus, with respect to any portion of their account measured against our Common Stock, an amount equal to dividends that they would have received during the calendar year in which the distribution occurs) will be distributed following termination in one of the following four ways:

■

in a lump sum within 30 days ~~after the participant’s~~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 January of the year following termination of employment; or

■

in ten equal annual installments commencing January of the year following termination of employment.

Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under 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 day of the plan year in which the deferral begins, or, 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 day of the following plan year.

~~TABLE OF CONTENTS~~

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. ~~A description thereof appears under the heading~~For more information, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards ~~Table.”~~ ~~See~~Table” beginning on page 4055.

The following tables disclose the potential payments upon termination of employment or change in control with respect to each NEO. The assumptions used are set forth below the last table.

Emanuel Chirico	Voluntary Termination at February 3, 2019			Retirement at February 3, 2019			Death at February 3, 2019			Disability at February 3, 2019			Termination Without Cause or for Good Reason at February 3, 2019			Termination for Cause at February 3, 2019			Termination Without Cause or for Good Reason Upon Change in Control at February 3, 20191
Severance value2		$	0		$	0		$	0		$	0		$	9,000,000		$	0		$	13,500,000
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			695,142			0			0			0			695,142
Value of unvested restricted stock units6			0			0			5,301,071			0			0			0			5,301,071
Value of unvested performance share units7			0			0			10,199,313			2,944,777			2,944,777			0			10,199,313
Capital accumulation program8			1,791,183			1,791,183			2,029,455			1,791,183			1,791,183			0			2,324,742
Welfare benefits value9			0			0			0			0			39,936			0			59,904
Payout adjustment10			0			0			0			0			0			0			0
Total		$	1,791,183		$	1,791,183		$	18,224,981		$	4,735,960		$	13,775,896		$	0		$	32,080,172

~~Emanuel Chirico~~

Voluntary Termination at
February 4, 2018 Retirement at
February 4, 2018 Death at
February 4, 2018 Disability at
February 4, 2018 Termination Without Cause or for Good Reason
at February 4, 2018 Termination for Cause at February 4,
2018
Termination Without Cause or for Good Reason Upon Change in Control
at February 4, 20181

Severance value2 $ 0 $ 0 $ 0 $ 0 $ 6,750,000 $ 0 $ 10,125,000
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 7,532,818 0 0 0 7,532,818
Value of unvested restricted stock units6
0 0 7,385,208 0 0 0 7,385,208
Value of unvested performance share units7
0 0 14,218,016 20,336,452 20,336,452 0 12,488,390
Capital accumulation program8 1,759,742 1,759,742 2,034,716 1,759,742 1,759,742 0 2,259,974
Welfare benefits value9 0 0 0 0 42,160 0 76,932
Payout adjustment10 0 0 0 0 0 0 0
Total $ 1,759,742 $ 1,759,742 $ 31,170,758 $ 22,096,194 $ 28,888,354 $ 0 $ 39,868,322

~~Michael A. Shaffer~~

Voluntary Termination at
February 4, 2018 Retirement at
February 4, 2018 Death at
February 4, 2018 Disability at
February 4, 2018 Termination Without Cause or for Good Reason
at February 4, 2018 Termination for Cause at February 4,
2018
Termination Without Cause or for Good Reason Upon Change in Control
at February 4, 20181

Severance value2 $ 0 $ 0 $ 0 $ 0 $ 2,700,000 $ 0 $ 3,600,000
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 2,087,343 0 0 0 2,087,343
Value of unvested restricted stock units6
0 0 2,825,009 0 0 0 2,825,009
Value of unvested performance share units7
0 0 1,103,025 1,671,690 1,671,690 0 1,012,043
Capital accumulation program8 N/A N/A N/A N/A N/A N/A N/A
Welfare benefits value9 0 0 0 0 38,466 0 51,288
Payout adjustment10 0 0 0 0 0 0 0
Total $ 0 $ 0 $ 6,015,377 $ 1,671,690 $ 4,410,156 $ 0 $ 9,575,683

~~Francis K. Duane~~11

Voluntary Termination at
February 4, 2018 Retirement at
February 4, 2018 Death at
February 4, 2018 Disability at
February 4, 2018 Termination Without Cause or for Good Reason
at February 4, 2018 Termination for Cause at February 4,
2018
Termination Without Cause or for Good Reason Upon Change in Control
at February 4, 20181

Severance value2 $ 0 $ 0 $ 0 $ 0 $ 2,953,125 $ 0 $ 3,937,500
Performance Incentive Bonus Plan3
0 0 0 0 0 0 0
Long-Term Incentive Plan4 0 0 100,000 100,000 100,000 0 100,000
Value of “in the money” unexercisable stock options5
0 0 1,717,738 0 0 0 1,717,738
Value of unvested restricted stock units6
0 0 2,304,422 0 0 0 2,304,422
Value of unvested performance share units7
0 0 854,250 1,280,847 1,280,847 0 781,410
Capital accumulation program8 1,658,857 1,658,857 1,900,720 1,658,857 1,658,857 0 2,123,071
Welfare benefits value9 0 0 0 0 38,466 0 51,288
Payout adjustment10 0 0 0 0 0 0 0
Total $ 1,658,857 $ 1,658,857 $ 6,877,130 $ 3,039,704 $ 6,031,295 $ 0 $ 11,015,429

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TABLE OF CONTENTS

~~Daniel Grieder~~

Voluntary Termination at
February 4, 2018 Retirement at
February 4, 2018 Death at
February 4, 2018 Disability at
February 4, 2018 Termination Without Cause or for Good Reason
at February 4, 2018 Termination for Cause at February 4,
2018
Termination Without Cause or for Good Reason Upon Change in Control
at February 4, 20181

Severance value2,12 $ 525,188 $ 0 $ 0 $ 1,470,525 $ 3,151,125 $ 0 $ 3,151,125
Performance Incentive Bonus Plan3
0 0 0 0 0 0 0
Long-Term Incentive Plan4,12 0 0 573,799 573,799 573,799 0 573,799
Value of “in the money” unexercisable stock options5
0 0 1,858,928 0 0 0 1,858,928
Value of unvested restricted stock units6
0 0 3,412,369 0 0 0 3,412,369
Value of unvested performance share units7
0 0 253,193 466,466 466,466 0 253,193
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 $ 525,188 $ 0 $ 6,098,289 $ 2,510,790 $ 4,191,390 $ 0 $ 9,249,414

~~Steven B. Shiffman~~

Voluntary Termination at
February 4, 2018 Retirement at
February 4, 2018 Death at
February 4, 2018 Disability at
February 4, 2018 Termination Without Cause or for Good Reason
at February 4, 2018 Termination for Cause at February 4,
2018
Termination Without Cause or for Good Reason Upon Change in Control
at February 4, 20181

Severance value2 $ 0 $ 0 $ 0 $ 0 $ 3,325,000 $ 0 $ 3,325,000
Performance Incentive Bonus Plan3
0 0 0 0 0 0 0
Long-Term Incentive Plan4 0 0 500,000 500,000 500,000 0 500,000
Value of “in the money” unexercisable stock options5
0 0 1,512,849 0 0 0 1,512,849
Value of unvested restricted stock units6
0 0 2,306,386 0 0 0 2,306,386
Value of unvested performance share units7
0 0 854,250 1,280,847 1,280,847 0 781,410
Capital accumulation program8 N/A N/A N/A N/A N/A N/A N/A
Welfare benefits value9 0 0 0 0 25,644 0 51,288
Payout adjustment10 0 0 0 0 0 0 0
Total $ 0 $ 0 $ 5,173,485 $ 1,780,847 $ 5,131,491 $ 0 $ 8,476,933

Executive Compensation Tables
Potential Payments Upon Termination and Change in Control Provisions

Michael A. Shaffer	Voluntary Termination at February 3, 2019			Retirement at February 3, 2019			Death at February 3, 2019			Disability at February 3, 2019			Termination Without Cause or for Good Reason at February 3, 2019			Termination for Cause at February 3, 2019			Termination Without Cause or for Good Reason Upon Change in Control at February 3, 20191
Severance value2		$	0		$	0		$	0		$	0		$	2,775,000		$	0		$	3,700,000
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			191,625			0			0			0			191,625
Value of unvested restricted stock units6			0			0			1,847,071			0			0			0			1,847,071
Value of unvested performance share units7			0			0			969,396			279,218			279,218			0			969,396
Capital accumulation program8			N/A			N/A			N/A			N/A			N/A			N/A			N/A
Welfare benefits value9			0			0			0			0			36,279			0			48,372
Payout adjustment10			0			0			0			0			0			0			0
Total		$	0		$	0		$	3,008,092		$	279,218		$	3,090,497		$	0		$	6,756,464

Francis K. Duane	Voluntary Termination at February 3, 2019				Retirement at February 3, 2019			Death at February 3, 2019			Disability at February 3, 2019			Termination Without Cause or for Good Reason at February 3, 2019			Termination for Cause at February 3, 2019			Termination Without Cause or for Good Reason Upon Change in Control at February 3, 20191
Severance value2		$	0			$	0		$	0		$	0		$	4,903,767		$	0		$	4,903,767
Performance Incentive Bonus Plan3			0	��			0			0			0			0			0			0
Long-Term Incentive Plan4			0				0			200,000			200,000			200,000			0			300,000
Value of “in the money” unexercisable stock options5			0				0			151,194			0			0			0			151,194
Value of unvested restricted stock units6			763,386				763,386			3,314,026			0			2,290,159			0			3,314,026
Value of unvested performance share units7			0				0			715,106			205,450			205,450			0			715,106
Capital accumulation program8			1,689,645				1,689,645			1,902,617			1,689,645			1,689,645			0			2,184,527
Welfare benefits value9			0				0			0			0			50,388			0			50,388
Payout adjustment10			0				0			0			0			0			0			0
Total		$	2,453,031			$	2,453,031		$	6,282,943		$	2,095,095		$	9,339,409		$	0		$	11,619,008

Daniel Grieder	Voluntary Termination at February 3, 2019			Retirement at February 3, 2019			Death at February 3, 2019			Disability at February 3, 2019			Termination Without Cause or for Good Reason at February 3, 2019			Termination for Cause at February 3, 2019			Termination Without Cause or for Good Reason Upon Change in Control at February 3, 20191
Severance value2,11		$	503,291		$	0		$	0		$	1,409,214		$	2,013,163		$	0		$	2,013,163
Performance Incentive Bonus Plan3			0			0			0			0			0			0			0
Long-Term Incentive Plan4,11			0			0			1,053,803			1,053,803			1,053,803			0			1,580,704
Value of “in the money” unexercisable stock options5			0			0			175,192			0			0			0			175,192
Value of unvested restricted stock units6			0			0			1,682,735			0			0			0			1,682,735
Value of unvested performance share units7			0			0			357,567			102,725			102,725			0			357,567
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		$	503,291		$	0		$	3,269,297		$	2,565,742		$	3,169,691		$	0		$	5,809,361

PVH CORP. 2019 PROXY STATEMENT

TABLE OF CONTENTS

Executive Compensation Tables
Potential Payments Upon Termination and Change in Control Provisions

Steven B. Shiffman	Voluntary Termination at February 3, 2019			Retirement at February 3, 2019			Death at February 3, 2019			Disability at February 3, 2019			Termination Without Cause or for Good Reason at February 3, 2019			Termination for Cause at February 3, 2019			Termination Without Cause or for Good Reason Upon Change in Control at February 3, 20191
Severance value2		$	0		$	0		$	0		$	0		$	3,412,500		$	0		$	3,412,500
Performance Incentive Bonus Plan3			0			0			0			0			0			0			0
Long-Term Incentive Plan4			0			0			1,000,000			1,000,000			1,000,000			0			1,500,000
Value of “in the money” unexercisable stock options5			0			0			149,147			0			0			0			149,147
Value of unvested restricted stock units6			0			0			1,487,075			0			0			0			1,487,075
Value of unvested performance share units7			0			0			715,106			205,450			205,450			0			715,106
Capital accumulation program8			N/A			N/A			N/A			N/A			N/A			N/A			N/A
Welfare benefits value9			0			0			0			0			24,186			0			48,372
Payout adjustment10			0			0			0			0			0			0			0
Total		$	0		$	0		$	3,351,328		$	1,205,450		$	4,642,136		$	0		$	7,312,200

In the event of a change in control with no termination of employment, 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.

Severance is calculated in accordance with the applicable NEO’s employment agreement. InFor each ~~case,~~NEO, other than Mr. Grieder and Mr. Duane, for termination without cause or for good reason, severance value 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. For Mr. Duane, for termination without cause or for good reason, severance value is equal to the sum of (i) his base salary through the end of his employment period; (ii) the bonus that would be payable if target level performance were achieved through the end of his employment period; and (iii) $400,000 in lieu of any annual PSU award that has not yet been made through the end of his employment agreement. For Mr. Grieder, for termination without cause or for good reason, severance value is equal to (i) the greater of his base salary for 12 months and (ii) the statutory severance amount provided under Dutch law. Additionally, for termination without cause or for good reason, Mr. Grieder would receive a pro rata payout of any bonus award granted with respect to the performance cycle during which notice of termination is given, based on the actual performance level achieved for the entire cycle. If Mr. ~~Grieder’s~~Grieder voluntarily resigns without good reason, he is entitled to receive his base salary for six months. See pages 4255–4358 for applicable multiples and further detail.

A participant generally must be employed by ~~the Company~~PVH on the last day of the applicable performance cycle in order 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 February ~~4, 2018,~~3, 2019, each NEO would have been entitled to receive his actual bonus and the termination event or change in control would not have triggered a payment.

GRIP awards under our Long-Term Incentive Plan ~~awards~~ were granted to Messrs. Duane, Grieder and Shiffman in 2017. In the event of death or a change in control, the amounts are based on the amounts that would otherwise have been payable if the target level ~~were~~of performance had been achieved. In the event of disability or termination without cause or for good reason, the amounts will be paid based on actual performance. However, as actual performance is not yet known, the amounts are shown at the target ~~level,~~level. In the event of death, disability and termination without cause or for good reason, the amounts payable are prorated ~~33%~~67%, representing the portion of the relevant performance cycle actually worked by each NEO as of February ~~4, 2018.~~3, 2019.

Represents the value of unexercisable “in the money” stock options outstanding as of February ~~4, 2018,~~3, 2019, the vesting of which would accelerate upon death, a change in control or retirement. The value is equal to the difference between the closing price of our ~~Common Stock~~common stock on February ~~2, 2018,~~1, 2019, the last business day of ~~2017,~~2018, and the per share exercise price of each stock option that would become exercisable, multiplied by the number of shares of our ~~Common Stock~~common stock receivable upon exercise.

Represents the value of unvested restricted stock units as of February ~~4, 2018,~~3, 2019, the vesting of which would accelerate upon death, a change in control or ~~retirement.~~retirement other than the RSUs granted to Mr. Duane in 2018. For Mr. Duane’s 2018 RSU award, in the event of voluntary termination or retirement, one-third of the award will vest and, in the event of termination without cause or for good reason, the award will vest in full. The value is equal to the closing price of our ~~Common Stock~~common stock on February ~~2, 2018,~~1, 2019, the last business day of ~~2017,~~2018, multiplied by the number of shares of our ~~Common Stock~~common stock receivable upon vesting.

~~Awards of PSUs were made under our 2006 Stock Incentive Plan during 2015, 2016 and 2017. The amounts set forth in this row represent~~Represents the payout levels ~~discussed below~~(discussed below) of the unvested PSUs as of February 3, 2019, multiplied by the closing price of our ~~Common Stock~~common stock on February ~~2, 2018,~~1, 2019, the last business day of ~~2017.~~

2018. In ~~regards to the PSU awards granted during 2015, in~~ the event of death or a change in control, the amounts are shown based on ~~actual performance as of February 4, 2018. In regards to the PSU awards granted during 2016 and 2017, in the event of death,~~ the amounts ~~are shown based on~~that would otherwise have been payable for the performance cycle if the target level of performance ~~as of February 4, 2018.~~had been achieved. In ~~regards to the PSU awards granted during 2015, 2016 and 2017, in~~ the event of disability or termination without cause or for good reason, the amounts are shown based on actual performance as of February ~~4, 2018,~~3, 2019, as the actual performance for the entire performance period was not known as of February 4, 2018. The 2015 performance share unit awards vested in April 2018 upon the satisfaction of the performance and service criteria. The number of shares earned was 65,614 for Mr. Chirico, 3,951 for Mr. Shaffer, 3,161 for Mr. Duane and 3,161 for Mr. Shiffman. Mr. Grieder did not receive a PSU grant in 2015. In the event of a change in control, the amounts are based on the amounts that would otherwise have been payable for the performance cycle if the target level were achieved.

3, 2019. In the event of death, disability, termination without cause or for good reason, and change in control, the amounts payable in respect of the PSU awards granted during ~~2015,~~ 2016, 2017 and ~~2017~~2018 are prorated 92%, 58% and 25%, respectively, representing the portion of the relevant performance cycle actually worked by ~~the~~our NEOs as of February ~~4, 2018.~~

3, 2019.

~~TABLE OF CONTENTS~~

Messrs. Chirico and Duane are our only Named Executive Officers who are parties to agreements with us under our capital accumulation program. See discussion on ~~page~~ pages 5166–67. 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 payouts shown include, where applicable, the interest that participants receive on the vested portion of their benefit for the period after the date on which they are scheduled to fully vest until payment. For Messrs. Chirico and Duane, interest is assumed to accrue at the average 10-year Treasury bill rate applicable under their agreements. The total value of the 120 payments is discounted to present value using a rate of ~~4.08%~~4.35%.

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 Messrs. Chirico or Duane 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 for each of Messrs. Chirico and Duane.

Payments will be delayed if and to the extent payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed due to the regulations promulgated under Section 409A will accrue interest during the deferral period at a rate ~~per annum,~~ equal to the average of the 10-year Treasury bill rates in effect on the first day of each calendar month during the delay period.

PVH CORP. 2019 PROXY STATEMENT

TABLE OF CONTENTS

CEO Pay Ratio

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 February ~~4, 2018.~~3, 2019. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for Mr. Duane through the end of his contract term. Those benefits would continue for two years for Mr. Chirico, one and ~~one half~~one-half years for ~~Messrs. Duane and~~Mr. Shaffer, and one year for Mr. Shiffman, other than if the termination occurred within two years after a change in ~~control. Those~~control, in which case benefits would continue for three years for Mr. Chirico and two years for Messrs. Shaffer ~~Duane~~ and ~~Shiffman, if the termination occurred within two years after a change in control.~~Shiffman.

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 as a result of the amount of his termination payments under a change in control, then such termination payments would be reduced as necessary to maximize each NEO’s respective after-tax termination payout. It is projected that none of our NEOs would have been subject to such excise taxes if they had been terminated ~~under~~following a change in control as of February ~~4, 2018.~~3, 2019.

The information provided for Mr. Duane is as would have been applicable under his previous employment agreement. He entered into a new employment agreement effective March 1, 2018, which would result in a different amount in regard to severance value if it had been in effect on February 4, 2018. ~~See~~ ~~discussion on pages~~ 41 – 42.

Potential severance and incentive payments upon termination for Mr. Grieder have been translated at the ~~euro to U.S.~~euro-to-U.S. dollar exchange rate of ~~1.2492,~~1.1471, which was the closing rate on February ~~2, 2018 (the~~1, 2019, the last business day of ~~2017).~~

2018.

~~TABLE OF CONTENTS~~

CEO ~~PAY RATIO~~Pay Ratio

We are ~~one of the largest apparel companies in the world. We have over 36,000 associates operating in over 40 countries. Presented below is~~required to provide the ratio for ~~2017 of~~ the annual total compensation paid to Mr. Chirico, our Chief Executive Officer, to the annual total compensation of our median ~~employee,~~associate, excluding Mr. Chirico’s compensation. ~~This~~SEC rules permit us to use the same median associate identified in our pay ratio disclosure for 2017, 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 ~~reasonable estimate calculated~~significant change in ~~compliance~~our associate population or compensation arrangements.

We selected November 5, 2018 as the determination date for identifying our median associate. As of that date, we had 37,268 associates, with ~~Item 402(u)~~17,253 associates based in the United States and 20,015 associates located outside of ~~Regulation S-K.~~the United States. Of these associates, 9,582 worked in or were assigned to offices, 25,493 worked in retail stores and 2,193 worked in warehousing and distribution facilities. Approximately 44% of our workforce is part-time. Our use of seasonal workers is not significant to our overall population and is largely limited to the Christmas and Lunar (Chinese) New Year selling periods. We do not use a significant number of temporary associates.

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 employee,”~~median associate for purposes of this disclosure were as follows:

*■

We ~~selected November 5, 2017 as the date on which to determine our median employee.~~

•

~~As of that date, we had 36,703 associates, with 17,868 associates based in the United States and 18,835 located outside of the United States.~~

~~The pay ratio disclosure rules provide a~~ ~~de minimis~~ ~~exemption under which companies may exclude non-U.S. employees constituting less than 5% of the total employee population from~~identified the median ~~employee calculation.~~

•

~~We applied this~~ ~~de minimis~~ ~~exemption when identifying~~associate by using the ~~median employee by excluding all 717 associates in Brazil, 86 associates in Malaysia, 440 associates in Poland, 302 associates in Russia and 283 associates in Turkey.~~

•

~~After applying this~~ ~~de minimis~~ ~~exemption, 17,868 associates in the United States and 17,007 outside of the United States were considered to identify the median employee.~~

~~The median employee was identified using~~ actual earnings of our full-time, part-time, seasonal and temporary associates, which consisted of base pay, overtime, compensation and bonus, as compiled from our payroll records.

• –

We measured ~~actual~~associate earnings using the ~~one year~~one-year period ended October 31, ~~2017.~~2018.

• –

Compensation paid in foreign currencies was converted to U.S. dollars using the foreign exchange rate monthly average for October ~~2017.~~2018.

■

The pay ratio disclosure rules provide a de minimis exemption that allows for the exclusion of non-U.S. associates constituting less than 5% of our total associate population from the calculation.

–

Specifically, we excluded all 660 associates in Brazil, 83 associates in Malaysia, 442 associates in Poland, 324 associates in Russia and 295 associates in Turkey who were employed on November 5, 2018.

–

After applying this exemption, 17,253 associates in the United States and 18,211 outside of the United States were considered to identify the median associate.

Calculation

We determined that our median ~~employee~~associate was a part-time, hourly retail store ~~warehouse associate located~~lead cashier who works in ~~the~~Suffolk County, New York, United States. ~~Approximately 40% of our workforce is part-time.~~ The ~~2017~~2018 annual total compensation ~~as determined under Item 402 of Regulation S-K~~ for our median ~~employee~~associate was ~~$16,520.~~$18,089. The ~~2017~~2018 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was ~~$17,217,565.~~$17,065,604. The estimated ratio of our CEO’s annual total compensation to our median ~~employee’s~~associate’s total compensation for fiscal year ~~2017~~2018 is ~~1,042~~943 to 1.

PVH CORP. 2019 PROXY STATEMENT

TABLE OF CONTENTS

~~RISK CONSIDERATIONS IN COMPENSATION PROGRAMS~~

PROPOSAL 3

Amendment to Our ~~compensation program is a pay~~Certificate of Incorporation to Eliminate the Supermajority Voting Requirement for performance model and performance-based incentives constitute a significant portion of the compensation packages awarded to executives. We believe that it is important to ensure that these incentives do not result in our associates taking actions that may conflict with our long-term best interests. We address this issue 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 creates a balance between 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.

~~Performance Plan Leverage~~. There is a limit on the amount that an associate can receive in connection with the payouts on annual bonus and performance share unit awards. This mitigates against the risks that associates may take.

~~Long-Term Performance~~. Performance share unit awards are based upon our performance over a three-year period, which mitigates against the taking of short-term risks. In addition, the performance measures we have used align management with stockholder interests. The outstanding awards are subject to absolute stock price appreciation and relative total shareholder return goals.

~~Vesting Over Extended Periods~~. Stock options and restricted stock units generally do not vest fully for four years. This longer 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, and that we believe 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 (~~e.g.~~, earnings per share or business unit earnings) established under our Performance Incentive Bonus Plan for the senior executive to whom these other executives report or such other measure consistent with this Plan but reflecting only the part of such senior executive’s division in which the participant has responsibility. These measures are consistent with stockholder interests. The only other 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 provide ~~de minimis~~ ~~bonuses.~~

~~Recoupment~~. We adopted in 2018 a Clawback Policy applicable to incentive compensation, including compensation paid under our Performance Incentive Bonus Plan, Long-Term Incentive Plan and 2006 Stock Incentive Plan that allows us to recover incentive compensation paid or granted to any current or former Section 16 officer (the persons whose compensation is subject to Compensation Committee review and approval). Incentive compensation can be recovered or cancelled under the policy in the event of a restatement of our financial statements or a material breach of a material company policy. Previously, each of the referenced plans provided for the recovery or cancellation of part or all of certain participant’s bonuses and awards in the event we restated our financial results to correct a material error or inaccuracy resulting in whole or in part from the fraud or intentional misconduct of the participant.

~~Equity Ownership~~. Incentive compensation has a large stock component to it. The value of these awards is best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines for our Named Executive Officers, which expose our NEOs to the loss of the value of the retained equity if stock appreciation is jeopardized.

The above items were identified in a risk assessment of each component of the compensation program for our NEOs that was performed by ClearBridge and presented to the Compensation Committee. We believe that the assessment is applicable to the potential risks arising in connection with compensating our other employees, due to the similarities between compensating our NEOs and our other employees. As a result of the risk assessment performed by ClearBridge and the factors discussed in this section, we do not believe that there are any risks arising from our overall compensation program that are reasonably likely to have a material adverse effect on us.Certain Transactions

~~TABLE OF CONTENTS~~

~~DIRECTOR COMPENSATION~~

~~Each~~Our Certificate of our non-employee directors receives an annual retainer of $85,000 for his or her services as a director and is reimbursed for his or her meeting-related expenses. The Chairperson of the Audit & Risk Management Committee receives an additional retainer of $40,000 and each of our directors who is a member of the Audit & Risk Management Committee receives an additional retainer of $20,000. The Chairperson of the Compensation Committee receives an additional retainer of $35,000 and each of our directors who is a member of the Compensation Committee receives an additional retainer of $15,000. The Chairpersons of each of the Nominating, Governance & Management Development Committee and the Corporate Responsibility Committee receive an additional retainer of $25,000 and each of our directors who is a member of such committee receives an additional retainer of $10,000. The presiding director also receives an additional retainer of $30,000. Each of our non-employee directors also receives an annual grant of restricted stock units of our Common Stock with a value of approximately $145,000 on the grant date for his or her services as a director. In accordance with this schedule, each of our non-employee directors who was elected on June 15, 2017 received onIncorporation provides that ~~date a grant of 1,373 restricted stock units.~~

Directors who join the Board after our annual meeting are paid a pro rata portion of the applicable fees for the year and 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; we currently have no such directors.

Our non-employee directors historically have not received any benefits or perquisites, other than discounts to our retail stores available to all employees and business accident travel insurance for our directors and their spouses, which is at no additional cost to us because we maintain coverage for our associates globally. They are also eligible to participate at their own cost in our group umbrella insurance program, which may be at more favorable rates than they can obtain on their own.

Our non-employee directors (other than directors designated for election by a stockholder having director nomination rights, of which we currently have none) are required under our stock ownership guidelines to own Common Stock with a value equal to five times the annual cash retainer payable to directors. Non-employee directors have five years to attain this ownership level. All of our non-employee directors are in compliance with this requirement as of the date of this Proxy Statement, other than Ms. McPherson and Ms. Sourry. Each of Ms. McPherson and Ms. Sourry has served on the Board for approximately one year and, therefore, are not obligated to be at the required ownership level. Both of them do beneficially own shares of our stock. ~~See~~ ~~disclosure on page~~ 7~~. 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.~~

The following table provides information concerning the compensation of all individuals who served as directors during any portion of 2017, other than Mr. Chirico, whose compensation as an executive of the Company is set forth on the Summary Compensation Table. ~~See~~ ~~page~~ 36.

Name
Fees Earned or
Paid in Cash1
($)

Stock
Awards2,3
($)

Option
Awards3
($)
All Other
Compensation
($) Total
($)
Mary Baglivo 110,000 145,071 N/A N/A 255,071
Brent Callinicos 95,000 145,071 N/A N/A 240,071
Juan R. Figuereo 125,000 145,071 N/A N/A 270,071
Joseph B. Fuller 110,000 145,071 N/A N/A 255,071
V. James Marino 105,000 145,071 N/A N/A 250,071
G. Penny McIntyre 110,000 145,071 N/A N/A 255,071
Amy McPherson 71,458 145,071 N/A N/A 216,529
Henry Nasella 160,000 �� 145,071 N/A N/A 305,071
Edward R. Rosenfeld 105,000 145,071 N/A N/A 250,071
Craig Rydin 110,000 145,071 N/A N/A 255,071
Amanda Sourry 100,000 145,071 N/A N/A 245,071

~~The fees earned or paid in cash to the directors consist of the following, which vest on the first anniversary of the date of grant:~~

~~TABLE OF CONTENTS~~

Name Annual
Director Fees
($) Committee
Chair Fees
($) Committee
Member Fees
($) Presiding
Director Fee
($) Total
($)
Mary Baglivo 85,000 N/A 25,000 N/A 110,000
Brent Callinicos 85,000 N/A 10,000 N/A 95,000
Juan R. Figuereo 85,000 40,000 N/A N/A 125,000
Joseph B. Fuller 85,000 25,000 N/A N/A 110,000
V. James Marino 85,000 N/A 20,000 N/A 105,000
G. Penny McIntyre 85,000 25,000 N/A N/A 110,000
Amy McPherson 57,847 N/A 13,611 N/A 71,458
Henry Nasella 85,000 35,000 10,000 30,000 160,000
Edward R. Rosenfeld 85,000 N/A 20,000 N/A 105,000
Craig Rydin 85,000 N/A 25,000 N/A 110,000
Amanda Sourry 85,000 N/A 15,000 N/A 100,000

The amounts are the aggregate grant date fair value of RSUs granted to our directors in 2017, which were the only equity awards granted to our directors in 2017. The fair value is equal to $105.66, the closing price of our Common Stock on the date of grant, multiplied by the number of RSUs granted.

~~The number of unexercised stock options and aggregate number of unvested RSUs and PSUs for each of our directors as of February 4, 2018 were as follows:~~

~~Name~~

~~Option Awards~~
~~(#)~~

~~Stock Awards~~a
~~(#)~~

~~Mary Baglivo~~

~~N/A~~

~~1,373~~

~~Brent Callinicos~~

~~N/A~~

~~1,373~~

~~Juan R. Figuereo~~

~~N/A~~

~~5,189~~b

~~Joseph B. Fuller~~

~~N/A~~

~~21,140~~c

~~V. James Marino~~

~~N/A~~

~~1,373~~

~~G. Penny McIntyre~~

~~N/A~~

~~4,066~~d

~~Amy McPherson~~

~~N/A~~

~~1,373~~

~~Henry Nasella~~

~~N/A~~

~~21,140~~c

~~Edward R. Rosenfeld~~

~~N/A~~

~~5,230~~e

~~Craig Rydin~~

~~N/A~~

~~11,088~~f

~~Amanda Sourry~~

~~N/A~~

~~1,373~~

~~Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant.~~

~~Settlement of 3,816 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.~~

~~Settlement of 19,767 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.~~

~~Settlement of 2,693 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.~~

~~Settlement of 3,857 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.~~

~~Settlement of 9,715 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan.~~

~~TABLE OF CONTENTS~~

~~TRANSACTIONS WITH RELATED PERSONS~~

~~We are required to disclose~~ certain transactions ~~with “related persons” under an SEC rule. These are transactions, subject to certain exceptions, in which we are~~between PVH and a ~~participant where the amount involved exceeds $120,000, and~~

~~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~~beneficial owner of more than 5% of our ~~Common Stock; or~~

~~an immediate family member~~common stock (a “5% Stockholder”) must be approved by a vote of ~~any~~80% of ~~the foregoing persons~~

~~has a direct or indirect material interest. We have been a participant in the following transaction that is required to be disclosed in this Proxy Statement pursuant to the referenced SEC rule:~~

~~Dominic Chirico, a son of Emanuel Chirico, has worked for us in~~ our ~~Calvin Klein business since September 2010. In 2017, Dominic Chirico received compensation of $273,333, consisting of salary and bonus.~~

The Audit & Risk Management Committee is required to review and approve all transactions between us 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~~outstanding common stock unless (i) the transaction ~~are fair to the Company and on the same basis as would apply if the transaction did not involve a related person;~~

~~whether there are business reasons for the Company 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 Conflict of Interest Policy, our directors and our employees, including our executive officers, have a duty to report all potential conflicts of interests, including transactions with related persons. We have established procedures for reviewing and approving disclosures under the policy and all disclosures are also discussed annually with the Audit & Risk Management Committee.

~~COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~

Messrs. Nasella and Rydin and Ms. Sourry were members of the Compensation Committee for the entirety of 2017; Ms. Baglivo was a member of the Committee during 2017 until August 4, 2017. No other person served as a member during 2017. There were no interlocks or relationships involving any of the Committee members during 2017 that are required to be disclosed under the SEC’s rules or proxy regulations.

~~TABLE OF CONTENTS~~

~~AUDIT COMMITTEE REPORT~~

The Company’s management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors audit the Company’s 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 the Company’s financial reporting process on behalf of the Board of Directors.~~

In evaluating and selecting the independent auditors, the Audit & Risk Management Committee 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 the Company’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 the Company’s financial statements and reporting process, the Committee has met and held discussions with Company management, the Company’s internal auditing staff and Ernst & Young LLP, the Company’s independent auditors. Management represented to the Committee that the Company’s 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 PCAOB Auditing Standard No. 1301, ~~Communications with Audit Committees~~.

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 the Company and its management. The Committee has also considered whether the independent auditors’ provision of other non-audit services to the Company is compatible with the auditors’ independence.

The Committee discussed with the Company’s 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 the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended February 4, 2018, as filed with the SEC. The Committee also has recommended stockholder ratification of the selection of the Company’s independent auditors.

The members of the Committee reviewed and met with Company management and the Company’s independent auditors on a quarterly basis to discuss the Company’s earnings releases and, as applicable, its 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~~

~~Juan R. Figuereo, Chairman~~
~~V. James Marino~~
~~Amy McPherson~~
~~Edward R. Rosenfeld~~

~~TABLE OF CONTENTS~~

~~EQUITY COMPENSATION PLAN INFORMATION~~

The following table provides information as of February 4, 2018 with respect to shares of our Common Stock that may be issued under our existing equity compensation plan — our 2006 Stock Incentive Plan. The plan was approved by our stockholders and we have no equity compensation plans that were not approved by our stockholders.

Plan category Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
(a) Weighted average
exercise price of
outstanding options,
warrants and rights
(b) Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in Column (a))
(c)
Equity compensation plans approved by security holders 2,241,2771 $ 51.192 5,824,114
Equity compensation plans not approved by security holders — — —
Total 2,241,277 $ 51.19 5,824,114

Consists of (a) 917,349 shares of Common Stock underlying restricted stock units, (b) 403,001 shares of Common Stock underlying performance share units and (c) 920,927 shares of Common Stock underlying stock options.

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 $102.18.

~~TABLE OF CONTENTS~~

~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

We are asking stockholders to provide advisory approval of the compensation of our Named Executive Officers. While the results of this vote are advisory, and not binding on us, the Compensation Committee intends to carefully consider the results of this vote 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.

~~Our compensation program places a strong emphasis on performance-based variable pay and equity performance to ensure a high pay for performance culture.~~ Our compensation program is a pay for performance model and 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 our executives to perform at high levels.~~ Typically, to pay out bonuses at the target level, we must achieve earnings per share that falls within the earnings per share guidance range that management provides to the financial market at the beginning of each fiscal year and business unit executives must achieve earnings goals for their respective business units. In both cases, these goals are based on the annual budget reviewed and approved by the Board of ~~Directors.~~

~~Our compensation program reflects sound pay practices.~~ ~~In addition~~Directors before such person became a 5% Stockholder or (ii) we beneficially own a majority of the outstanding stock entitled to vote in elections of directors of such 5% Stockholder. The transactions covered by the ~~practices described above, our compensation program reflects the following:~~

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

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

~~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~~certain business combinations, transfers of our ~~stockholders~~assets and ~~to encourage~~issuances of our securities.

The proposed amendment eliminates that provision from our Certificate of Incorporation.

After a ~~long-term focus in managing our Company.~~

~~Our total compensation packages are comparable to our peers.~~ We compare the total compensation that each NEO can earn to the most comparable executives at the companies in our peer group when establishing compensation packages each year and then compare amounts paid or expected to be paid at the endreview of the year. However, consistent with our emphasis on pay for performance, the compensation package for our Chief Executive Officer is more heavily weighted on long-term and performance-based elements and is consistent with peers with respect to the other NEOs.

~~Our compensation program works as intended.~~ We believe that the information disclosed in this Proxy Statement, in particular the Compensation Discussion and Analysis and Executive Compensation sections, demonstrates that our executive compensation program is well-designed, is working as intended, emphasizes pay for performance without encouraging undue risk to us, incorporates sound corporate governance practices and ~~foregoes elements~~current protections offered by the Delaware General Corporation Law, the Board has determined that ~~are~~eliminating this supermajority voting provision is appropriate for three reasons. First, it is considered ~~poor pay practices.~~

~~In accordance with~~by many governance commentators, stockholder rights advocates and stockholders to be a best practice in corporate governance not to have supermajority voting requirements. Second, the ~~requirements of~~provision does not provide a substantive enhancement to our takeover defense profile. Third, we will continue to be subject to, and benefit from, Section ~~14A~~203 of the ~~Exchange Act and the related rules of the SEC, we are submitting for stockholder consideration the following resolution~~Delaware General Corporation Law, which provides protections similar to ~~approve, in a non-binding advisory vote, the compensation of our NEOs:~~

~~RESOLVED,~~those that the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion is hereby APPROVED.provision provides.

~~The Board of Directors recommends a vote FOR approval of the compensation paid to our Named Executive Officers.~~


	The Board of Directors recommends a vote FOR the amendment to our Certificate of Incorporation to eliminate the supermajority voting requirement for certain transactions.

Proxies received in response to this solicitation will be voted FOR this proposal unless otherwise specified in a proxy.

~~We submit~~

If stockholders approve this proposal, we will file an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware that eliminates the current provisions of Article Sixth of our Certificate of Incorporation, which encompasses the supermajority provision that is the subject of this proposal. The proposed Amended and Restated Certificate of Incorporation is attached as Exhibit Cto this Proxy Statement.

We decided to create an Amended and Restated Certificate of Incorporation (rather than a simple amendment to our existing Certificate of Incorporation) because there have been many amendments to our Certificate of Incorporation over time, many of which are no longer relevant (such as merger documents and certificates of designation and cancellation of classes of preferred stock) and only serve to make our Certificate of Incorporation a large and unwieldy document. If we create an Amended and Restated Certificate of Incorporation reflecting all amendments, the Certificate will consist of a single document that stockholders ~~annually, on~~can easily read and understand.

The affirmative vote of not less than 80% of our outstanding common stock is required to approve this proposal. As a result, an abstention or failure to vote with regard to this proposal will have the same ~~basis.~~
effect as a vote against it.

PVH CORP. 2019 PROXY STATEMENT

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~~RATIFICATION~~

PROPOSAL 4

Amendment to Our Certificate of Incorporation to Eliminate the Supermajority Voting Requirement for By-Law Amendments

Our Certificate of Incorporation provides that our By-Laws may not be adopted, altered, amended, changed or repealed by our stockholders, except by the affirmative vote of not less than 80% of our outstanding stock entitled to vote in the election of directors. The ability of stockholders to amend our By-Laws is separate from the ability of the Board of Directors to amend our By-Laws, which does not require stockholder approval.

The proposed amendment to our Certificate of Incorporation would reduce the voting requirement for stockholders to amend the By-Laws to a majority vote of our outstanding stock entitled to vote in the election of directors. As noted in the previous proposal, it is considered by many governance commentators, stockholder rights advocates and stockholders to be a best practice in corporate governance not to have supermajority voting requirements. Further, the provision serves no purpose to protect the interests of PVH or our stockholders.

If stockholders approve this proposal, we will file an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating this amendment, which amends what is currently Article Seventh of our Certificate of Incorporation. We also will amend our By-Laws to conform to this amendment. The proposed Amended and Restated Certificate of Incorporation is attached as Exhibit C to this Proxy Statement. The changes to what Exhibit C shows as new Article Sixth are the changes to be made if this proposal is approved.


	The Board of Directors recommends a vote FOR the amendment to our Certificate of Incorporation to eliminate the supermajority voting requirement for By-Law amendments.

Proxies received in response to this solicitation will be voted FOR this proposal unless otherwise specified in a proxy.

PVH CORP. 2019 PROXY STATEMENT

TABLE OF ~~THE APPOINTMENT OF AUDITOR~~CONTENTS

Proposal 5

Ratification of the Appointment of Auditor

The Board of Directors considers it desirable for our stockholders to pass upon the selection of the independent auditor, although stockholder ratification of the Audit & Risk Management Committee’s selection is not required. If the stockholders disapprove of the selection, the Board will request the Committee to reconsider the selection for the fiscal year ending ~~February 2, 2020,~~January 31, 2021, as it would be impracticable to replace our auditors so late into 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 pursuant to its charter. ~~In connection therewith, the Committee Chairman is actively involved and consults with the other members of the Committee regarding the appointment of Ernst & Young LLP’s lead engagement partner.~~

The Committee has selected Ernst & Young LLP, independent auditors, as our auditors for the fiscal year ending February ~~3, 2019.~~2, 2020. Ernst & Young LLP or one of its predecessors has served continuously as our auditors since 1938. The Committee Chairman is actively involved and consults with other members of the Committee regarding the appointment of Ernst & Young LLP’s lead engagement partner. The Committee and the Board believe the continued retention of Ernst & Young LLP to serve as our auditors is in our best interest and the best interests of our stockholders.

~~It is expected that~~We expect representatives of Ernst & Young LLP ~~will be present at~~to attend the ~~meeting,~~meeting. Those individuals will have the opportunity to make a statement if they ~~so desire,~~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.~~


	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 ratification of the appointment of the auditors unless otherwise specified in a proxy.

Fees Paid to 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 February 3, 2019, and February 4, 2018, ~~and January 29, 2017,~~ 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.

	2017			2016			2018			2017
Audit Fees1		$	5,970,000		$	5,944,000		$	6,340,000		$	5,970,000
Audit-Related Fees2		$	96,400		$	72,400		$	108,000		$	96,400
Tax Fees3		$	2,232,000		$	1,903,000		$	2,260,000		$	2,232,000
All Other Fees4		$	—		$	121,300
All Other Fees								$	—		$	—

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.

Includes fees that are related to accounting consultations concerning financial accounting and reporting standards and certain attestation services related to financial reporting.

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 $545,000 in 2018 and $585,000 in ~~2017 and $555,000 in 2016.~~

~~Includes fees for assessment of technology risk in 2016.~~2017.

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 ~~that~~ the members deem appropriate. The decision to pre-approve any services made by any member to whom authority has been so delegated must be presented to the full Committee at its next meeting.

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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 PCAOB Auditing Standard No. 1301, Communications with Audit Committees.

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 the audited consolidated financial statements in PVH’s Annual Report on Form 10-K for the year ended February 3, 2019, 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, its 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
Juan R. Figuereo, Chairman
V. James Marino
Amy McPherson
Edward R. Rosenfeld

PVH CORP. 2019 PROXY STATEMENT

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Equity Compensation Plan Information

The following table provides information as of February 3, 2019, with respect to shares of our common stock that may be issued under our existing equity compensation plan — the 2006 Stock Incentive Plan. This plan was approved by our stockholders; we have no equity compensation plans that were not approved by our stockholders.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a)) (c)
Equity compensation plans approved by security holders		2,026,1401		$	52.012		5,112,005
Equity compensation plans not approved by security holders		—			—		—
Total		2,026,140		$	52.01		5,112,005

Consists of (a) 848,224 shares of common stock underlying restricted stock units, (b) 387,229 shares of common stock underlying performance share units and (c) 790,687 shares of common stock underlying stock options.

PVH CORP. 2019 PROXY STATEMENT

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~~SUBMISSION OF STOCKHOLDER PROPOSALS~~Security Ownership of Certain Beneficial Owners and Management

~~Any proposal of an eligible stockholder intended~~5% Stockholders

The following table presents certain information with respect to the persons who are known by us to be ~~presented~~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 245 Summer Street Boston, MA 02210		8,286,655		11.0
The Vanguard Group, Inc.2 100 Vanguard Blvd. Malvern, PA 19355		8,075,969		10.8
JPMorgan Chase & Co.3 270 Park Avenue New York, NY 10017		6,921,010		9.2
BlackRock, Inc.4 55 East 52nd Street New York, NY 10055		5,104,773		6.8

FMR LLC, a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)G), is the beneficial owner of 8,286,655 shares of our common stock, including 494,231 shares with respect to which it has sole voting power and as to all 8,286,655 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 8,286,655 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 (“FMR Co”), a wholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co 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, FMR Co, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940; Fidelity Institutional Asset Management Trust Company, a bank as defined in Section 3(a)(6) of the Exchange Act; FMR CO., INC, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940; 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 January 31, 2019, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by FMR LLC on February 11, 2019, with the SEC.

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 8,075,969 shares of our common stock, including 86,897 shares with respect to which it has sole voting power, 15,733 shares with respect to which it has shared voting power, 7,973,890 shares of which it has sole dispositive power and 102,079 shares of which it has shared dispositive power. These amounts include the beneficial ownership by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, of 62,705 shares as a result of its serving as investment manager of collective trust accounts, and the beneficial ownership by Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, of 62,625 shares as a result of its serving as investment manager of Australian investment offerings. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2018, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Vanguard on February 12, 2019, with the SEC.

JPMorgan Chase & Co., 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 6,921,010 shares of our common stock, including 6,108,823 shares with respect to which it has sole voting power, 6,400 shares with respect to which it has shared voting power, 6,911,973 shares with respect to which it has sole dispositive power and 3,519 shares with respect to which it has shared dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2018, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by JPMorgan Chase & Co. on January 25, 2019, with the SEC.

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 5,104,773 shares of our common stock, including 4,347,809 shares with respect to which it has sole voting power and as to all 5,104,773 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, 2018, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by BlackRock, Inc. on February 6, 2019, with the SEC.

PVH CORP. 2019 PROXY STATEMENT

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Security Ownership of Certain Beneficial Owners and Management

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 persons:

■

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 persons 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

Mary Baglivo

10,843

Brent Callinicos

6,170

Emanuel Chirico

510,417

Francis K. Duane

21,343

Juan R. Figuereo

10,905

Joseph B. Fuller

45,020

Daniel Grieder

35,893

V. James Marino

22,080

G. Penny McIntyre

6,006

Amy McPherson

2,313

Henry Nasella

22,080

Edward R. Rosenfeld

7,170

Craig Rydin

23,130

Michael A. Shaffer

50,809

Steven B. Shiffman

55,699

Amanda Sourry

2,313

All directors, nominees for director and executive officers as a group (18 people)

894,273

1.2

Less than 1% of class.

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 Associates Investment Plan (AIP). Participants in the AIP 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, 9,514 shares; Francis K. Duane, 1,858 shares; Michael A. Shaffer, 6,721 shares; Steven B. Shiffman, 1,951 shares; and all of our directors, nominees for director and executive officers as a group, 20,747 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 AIP who have cast votes with respect to their investment in the Fund. The committee that administers the 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 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 and an 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 and the other executive officer’s investment in the Fund, to the extent that, as members of the committee,

PVH CORP. 2019 PROXY STATEMENT

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Delinquent Section 16(a) Reports

they may be deemed to have beneficial ownership of the shares held in the trust. There were 415,103 shares of common stock (0.6% 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: Emanuel Chirico, 292,325 shares; Francis K. Duane, 11,275 shares; Daniel Grieder, 21,846 shares; Michael A. Shaffer, 22,725 shares; Steven B. Shiffman, 44,775 shares; and all of our directors, nominees for director and executive officers as a group, 435,796 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, 940 shares; Brent Callinicos, 940 shares; V. James Marino, 940 shares; Amy McPherson, 940 shares; Michael A. Shaffer, 484 shares; Amanda Sourry, 940 shares; and all of our directors, nominees for director and executive officers as a group, 5,184 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): Juan R. Figuereo, 6,129 shares; Joseph B. Fuller, 22,080 shares; G. Penny McIntyre, 5,006 shares; Henry Nasella, 22,080 shares; Edward R. Rosenfeld, 6,170 shares; Craig Rydin, 12,028 shares; and all of our directors, nominees for director and executive officers as a group, 73,493 shares.

The table does not include the following shares of common stock received after the record date as payouts of performance share unit awards for the three-year performance cycle ended on April 25, 2019 (see page 42): Emanuel Chirico, 52,001 shares; Francis K. Duane, 3,619 shares; Daniel Grieder, 1,810 shares, Michael A. Shaffer, 4,524 shares; Steven B. Shiffman, 3,619 shares; and all of our directors, nominees for director and executive officers as a group, 65,573 shares.

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 February 3, 2019, except for the Form 4 Statements of Changes In Beneficial Ownership that were filed in connection with the annual RSU grant to each of our independent directors (Messes. Baglivo, McIntyre, McPherson and Sourry and Messrs. Callinicos, Figuereo, Fuller, Marino, Nasella, Rosenfeld and Rydin), These Forms 4 were filed one day late for everyone other than Ms. Sourry and Messrs. Rosenfeld and Rydin, whose Forms 4 were two days late. In all cases the late filings were due to an administrative error.

PVH CORP. 2019 PROXY STATEMENT

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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 ~~2019~~ Annual Meeting of Stockholders ~~must be received by us for inclusion in our~~on Thursday, June 20, 2019, and at any adjournments thereof.

Our principal executive offices are located at 200 Madison Avenue, New York, New York 10016-3903. The approximate date on which this Proxy Statement and ~~form~~the enclosed proxy card were first sent or given to stockholders was May 7, 2019.

“Green” Initiative

Copies of our Annual Report on Form 10-K for our fiscal year ended February 3, 2019, excluding the exhibits, are being mailed to our stockholders together with this Proxy Statement. If you receive more than one annual report at the same address (perhaps because you share that address with another stockholder), you can opt to save us the cost of mailing duplicates. To do that, please send your written request, with account information, to the Secretary of PVH at the address shown above.

You can help us extend “green” practices even further. Instead of receiving paper copies of our Annual Reports to Stockholders and proxy ~~relating~~statements by mail in the future, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will help us reduce our environmental impact because we can print and mail fewer copies of these materials. In addition, you will get your documents faster, and PVH will save on printing and mailing costs.

You may enroll in our electronic proxy delivery service 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, you also may have the opportunity to receive copies of these documents electronically. Please check the information in the proxy materials provided to you by your bank or broker.

Who Can Vote

Common stockholders of record at the close of business on April 23, 2019, the record date for the meeting, onwill be entitled to one vote for each share of our common stock then held. As of the record date, there were 75,045,752 shares of common stock outstanding.

How to Vote

Stockholders vote by casting ballots (in person or ~~before January 7, 2019.~~ by proxy), which are tabulated by the inspector of election.

The ~~proxy or~~shares represented by the proxies ~~designated~~solicited by the Board of Directors will ~~have discretionary authority to~~be voted in accordance with the directions given therein unless revoked. If we receive a valid signed proxy without voting instructions, we will vote ~~on any matter properly presented~~the shares represented by that proxy FOR each of the director nominees in Proposal 1, and FOR Proposals 2 through 5 described in this Proxy Statement.

If you are a stockholder ~~for consideration~~of record, you can revoke your proxy at ~~the 2019 Annual Meeting of Stockholders but not submitted for inclusion in the proxy materials for such meeting unless~~any time by sending written notice ~~of the matter is received by us on or before March 23, 2019 and certain other conditions of the applicable rules of the SEC are satisfied. Stockholder proposals should be directed~~ to the Secretary of ~~the Company~~PVH at the address ~~set forth below.~~shown above, by revoking your proxy in person at the meeting, or by presenting a later-dated proxy. Beneficial owners of our common stock should contact their bank, brokerage firm or other custodian, nominee, or fiduciary if they wish to revoke their proxy. Shares represented by proxies will be voted at the meeting unless revoked.

~~MISCELLANEOUS~~Abstentions and Broker Non-Votes

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 through 5. Abstentions will have no effect on the election of directors.

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. Broker non-votes are not counted in the tabulations of the votes cast on any other proposal because they are not considered to be entitled to vote. We encourage all beneficial owners to vote their shares because banks, brokers, and other nominees cannot vote without instructions.

PVH CORP. 2019 PROXY STATEMENT

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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
Approval of an amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to approve certain transactions with certain stockholders	80% of shares eligible to vote	No
Approval of an amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend our By-Laws	80% of shares eligible to vote	No
Ratification of Ernst & Young LLP as our independent auditor for fiscal year 2019	Majority of shares present and entitled to vote on this matter	Yes

Other Matters Presented at the Annual Meeting

The Board of Directors does not intend to present, and does not have any reason to believe that others intend to present, any matter of business at the meeting other than ~~that set forth~~those described in ~~the accompanying Notice of Annual Meeting of Stockholders.~~this Proxy Statement. However, if other matters properly come before the meeting, ~~it is~~ the ~~intention of the persons~~individuals named in the enclosed form of proxy towill vote any proxies in accordance with their judgment.

Stockholder Proposals for the 2020 Annual Meeting

Proposals Pursuant to Rule 14a-8

If you wish to present a proposal at our 2020 Annual Meeting of Stockholders and want that proposal included in our Proxy Statement, we must receive the requisite information on or before January 8, 2020.

Director Nominations for Inclusion in 2020 Proxy Statement

If you wish to nominate a person for election as a director at our 2020 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 9, 2019, and January 8, 2020. 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 2020 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 21, 2020, and the close of business on March 22, 2020. The notice must contain the information required by our By-Laws.

Notice of the above matters should be directed to the Secretary of PVH at the address set forth at the top of this section.

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, telegraph or personal interview. 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, Georgeson Inc., which is retained by us on an annual basis, will aid in the solicitation of proxies for a fee of $7,500 plus expenses.

Copies of our Annual Report on Form 10-K for our fiscal year ended February 4, 2018, excluding the exhibits thereto but including certain additional information, are being mailed to our stockholders together with this Proxy Statement. The Annual Report on Form 10-K, together with such additional information, comprise our Annual Report to Stockholders. If you want to save us the cost of mailing more than one annual report to the same address, please send your written request to the Secretary of the Company at the address in the paragraph below to discontinue mailing a duplicate copy to the account or accounts selected by you. In addition, you can help us save future printing and mailing costs and reduce the environmental impact of printing and mailing communications by agreeing to electronic delivery of future Annual Reports to Stockholders, proxy statements and other proxy materials by enrolling at ~~www.ematerials.com/pvh~~ ~~or as offered by your bank or broker.~~

By order of the Board of Directors,

Mark D. Fischer
Secretary

New York, New York
May 7, ~~2018~~2019

PVH CORP. 2019 PROXY STATEMENT

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~~EXHIBIT~~Exhibit A

GAAP to Non-GAAP Reconciliations

(Dollars and Shares in Millions, Except Per Share Data)

	2017									2018
	GAAP			Adjustments1			Non-GAAP			GAAP			Adjustments(1)			Non-GAAP			Foreign Exchange Impact			Constant Currency
Revenue — Consolidated											$	9,657								$	60		$	9,597
Tommy Hilfiger												4,345									50			4,295
Calvin Klein												3,731									11			3,720
Heritage Brands												1,581									(1)			1,582
Earnings Before Interest and Taxes		$	632		$	(232)		$	864		$	892		$	(79)		$	971
Net Income per Common Share Calculation
Net Income (Loss) Attributable to PVH Corp.		$	538		$	(86)		$	624
Net Income Attributable to PVH Corp.											$	746		$	4		$	742
Total Shares for Diluted Net Income per Common Share			79						79			77						77
Diluted Net Income per Common Share Attributable to PVH Corp.		$	6.84					$	7.94		$	9.65					$	9.60

~~2017~~2018 Initial Guidance

Net Income per Common Share — 2018 Initial Guidance

GAAP

Adjustments2(2)

Non-GAAP

~~Net Income per Common Share — 2017 Initial Guidance~~

Diluted Net Income per Common Share Attributable to PVH Corp.

~~6.20~~8.76 – ~~$6.30~~

$8.86

(~~1.10~~0.24)

~~7.30~~9.00 – ~~$7.40~~

$9.10

2016
GAAP
Adjustments3
Non-GAAP
Earnings Before Interest and Taxes $ 789 $ (5) $ 794
Net Income per Common Share Calculation
Net Income (Loss) Attributable to PVH Corp. $ 549 $ (1) $ 550
Total Shares for Diluted Net Income per Common Share 81 81
Diluted Net Income per Common Share Attributable to PVH Corp. $ 6.79 $ 6.80
2015
GAAP
Adjustments4
Non-GAAP
Earnings Before Interest and Taxes $ 761 $ (81) $ 842
Net Income per Common Share Calculation
Net Income (Loss) Attributable to PVH Corp. $ 572 $ (14) $ 586
Total Shares for Diluted Net Income per Common Share 83 83
Diluted Net Income per Common Share Attributable to PVH Corp. $ 6.89 $ 7.05

	2017
	GAAP			Adjustments(3)			Non-GAAP
Revenue — Consolidated		$	8,915
Tommy Hilfiger			3,893
Calvin Klein			3,462
Heritage Brands			1,560
Earnings Before Interest and Taxes		$	632		$	(232)		$	864
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp.		$	538		$	(86)		$	624
Total Shares for Diluted Net Income per Common Share			79						79
Diluted Net Income per Common Share Attributable to PVH Corp.		$	6.84					$	7.94

	2016
	GAAP			Adjustments(4)			Non-GAAP
Earnings Before Interest and Taxes		$	789		$	(5)		$	794
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp.		$	549		$	(1)		$	550
Total Shares for Diluted Net Income per Common Share			81						81
Diluted Net Income per Common Share Attributable to PVH Corp.		$	6.79					$	6.80

Adjustments for ~~2017~~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 restructuring

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Exhibit A

associated with the strategic changes for the Calvin Klein business announced in January 2019 (the “Calvin Klein restructuring”), primarily consisting of severance, noncash asset impairments, contract termination and other costs, and inventory markdowns; (iii) the recognized actuarial loss on retirement plans; (iv) the tax effects associated with the foregoing pre-tax items; (v) the discrete net tax benefit recorded in connection with the U.S. Tax Cuts and Jobs Act of 2017 (“U.S. Tax Legislation”); and (vi) the discrete tax benefit related to the remeasurement of certain net deferred tax liabilities in connection with the enactment of legislation in the Netherlands, which became effective on January 1, 2019.

Adjustments for our 2018 initial guidance represent the elimination of the costs that were expected to be incurred in connection with the TH China acquisition, consisting of noncash amortization of short-lived assets, and the resulting estimated tax effect.

Adjustments for 2017 represent the elimination of (i) the costs related to the TH China acquisition, primarily consisting of noncash amortization of short-lived assets; (ii) the costs ~~incurred~~ in connection with agreements to restructure our supply chain relationship with Li & Fung Trading Limited (“Li & Fung”), under which we terminated our non-exclusive buying agency agreement with Li & Fung in 2017 (the “Li & Fung termination”); (iii) the costs ~~incurred~~ in connection with the relocation of the Tommy Hilfiger office in New York, including noncash depreciation expense; (iv) the costs ~~incurred~~ in connection with the noncash settlement of certain of our benefit obligations related to our retirement plans as a result of an annuity purchased for certain participants, under which such obligations were transferred to an insurer; (v) the net costs ~~incurred~~ in connection with the consolidation within our warehouse and distribution network in North America, which included a gain recorded on the sale of a warehouse and distribution center; (vi) the costs ~~incurred~~ in connection with an amendment to Mr. Tommy Hilfiger’s employment agreement pursuant to which we made a cash buyout of a portion of the future payment ~~obligation;~~obligation (the “Mr. Hilfiger amendment”); (vii) the costs ~~incurred~~ in connection with the early redemption of our $700 million 41∕2% 1/2% senior notes; (viii) the costs ~~incurred~~ in connection with the issuance of our €600 million 31∕8% 1/8% senior notes; (ix) the recognized actuarial loss on retirement plans; (x) the tax effects associated with the foregoing pre-tax items; (xi) the discrete tax benefits ~~associated with discrete items~~ related to the resolution of uncertain tax positions; (xii) the discrete net tax benefit recorded in connection with the ~~enactment of the~~ U.S. Tax ~~Cuts and Jobs Act of 2017 in the fourth quarter of 2017;~~Legislation; and (xiii) the discrete tax benefit related to an excess tax benefit from the exercise of stock options by our Chairman and Chief Executive Officer.

Adjustments for our 2017 initial guidance represent the elimination of (i) the costs that were expected to be incurred in connection the Li & Fung termination; (ii) the costs that were expected to be incurred in connection with the TH China acquisition, primarily consisting of noncash amortization of short-lived assets; (iii) the costs that were expected to be incurred in connection with the relocation of the Tommy Hilfiger office in New York, including noncash depreciation expense; (iv) the costs that were expected to be incurred in connection with the noncash settlement of certain of our benefit obligations related to our retirement plans as a result of an annuity purchased for certain participants, under which such obligations were transferred to an insurer; and (v) the estimated tax effects associated with the foregoing pre-tax items.

Adjustments for 2016 represent the elimination of (i) the costs ~~incurred~~ in connection with our integration of The Warnaco Group, Inc. (“Warnaco”) and the related restructuring; (ii) the costs ~~incurred~~ in connection with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business; (iii) the costs ~~incurred~~ in connection with the licensing to G-III Apparel Group, Ltd. of the Tommy Hilfiger womenswear wholesale business in the U.S. and Canada (the “G-III license”), which resulted in the discontinuation of our directly operated Tommy Hilfiger North America womenswear wholesale business in 2016; (iv) the costs ~~incurred~~ in connection with the restructuring associated with the global creative strategy for CALVIN ~~KLEIN;~~KLEIN; (v) the noncash gain recorded to write-up our equity investment in TH China to fair value in connection with the TH China acquisition; (vi) the one-time costs recorded on our equity investment in TH China prior to the TH China acquisition closing; (vii) the costs ~~incurred~~ in connection with the TH China acquisition, primarily consisting of noncash valuation adjustments and amortization of short-lived assets; (viii) the costs ~~incurred~~ in connection with the amendment of our credit facility; (ix) the noncash ~~costs~~loss recorded in connection with the deconsolidation of our subsidiary that principally operated and managed our Calvin Klein business in Mexico in connection with the formation of a joint venture in Mexico (“PVH Mexico”) to operate that and other businesses (the “Mexico deconsolidation”); (x) the gain recorded in connection with a payment made to us to exit a TOMMY HILFIGER flagship store in Europe; (xi) the costs ~~incurred~~ in connection with the early termination of the license agreement for the Tommy Hilfiger men’s tailored clothing business in North America in order to consolidate under a different licensee the men’s tailored businesses for all brands in North America (the “TH men’s tailored license termination”); (xii) the recognized actuarial gain on retirement plans; (xiii) the tax effects associated with the foregoing pre-tax items; and (xiv) the discrete tax benefits ~~associated with discrete items~~ related to the resolution of uncertain tax positions.

Adjustments for 2015 represent the elimination of (i) the costs incurred in connection with our integration of Warnaco and the related restructuring; (ii) the costs incurred in connection with the operation of and exit from the Izod retail business; (iii) the costs incurred principally in connection with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business; (iv) the costs incurred in connection with the G-III license; (v) the gain recorded on our equity investment in the parent company of the ~~Karl Lagerfeld~~ brand (“Karl Lagerfeld”); (vi) the recognized actuarial gain on retirement plans; (vii) the tax effects associated with the foregoing pre-tax items; and (viii) the tax benefits associated with discrete items related to the resolution of uncertain tax positions and the impact of tax law and tax rate changes on deferred taxes.

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PVH CORP. 2019 PROXY STATEMENT

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Exhibit A

Reconciliations of GAAP Earnings Before Interest and Taxes to Non-GAAP Earnings
Before Interest and Taxes

(Dollars in Millions)

	2017			2016			2015			2018			2017			2016
Earnings before interest and taxes		$	632		$	789		$	761		$	892		$	632		$	789
% change over prior year			-20%			4%						41%			-20%
Items excluded:
Gross profit charges associated with the Calvin Klein restructuring (inventory markdowns)												2
Gross profit charges associated with the TH China acquisition (short-lived noncash inventory valuation adjustments)						7												7
Gross profit associated with the operation of and exit from the Izod retail business									(28)
Gross profit charges principally associated with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business									9
Actuarial loss (gain) on retirement plans (recorded in selling, general and administrative (“SG&A”) expenses)			3			(39)			(20)
SG&A expenses associated with the Mr. Hilfiger amendment			83												83
SG&A expenses associated with the Li & Fung termination			54												54
SG&A expenses associated with the Calvin Klein restructuring												39
SG&A expenses associated with the TH China acquisition (primarily consisting of noncash amortization of short-lived assets)			27			70						24			27			70
SG&A expenses associated with the relocation of the Tommy Hilfiger office in New York (including noncash depreciation expense)			19												19
SG&A expenses associated with the noncash settlement of certain of our benefit obligations related to our retirement plans as a result of an annuity purchased for certain participants			9
SG&A expenses associated with the noncash settlement of certain of our retirement plan benefit obligations															9
SG&A expenses associated with the consolidation within our warehouse and distribution network in North America, which included a gain recorded on the sale of a warehouse and distribution center			8												8
SG&A expenses associated with the issuance of our €600 million 31∕8% senior notes			4												4
SG&A expenses associated with integration of Warnaco and related restructuring						10			73									10
SG&A expenses associated with the G-III license						4			3									4
SG&A expenses associated with the global creative strategy for CALVIN KLEIN and related restructuring						6												6
SG&A expenses associated with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business						3			8									3
Gain recorded in connection with a payment made to us to exit a TOMMY HILFIGER flagship store in Europe (recorded in SG&A)						(18)												(18)
SG&A expenses associated with the TH men’s tailored license termination						11												11
SG&A expenses associated with the operation of and exit from the Izod retail business									39
Actuarial loss (gain) on retirement plans (recorded in non-service related pension and postretirement cost (income))												15			3			(39)
Gain to write-up our equity investment in TH China to fair value (recorded in other noncash gain, net)						(153)												(153)
Loss recorded in connection with the Mexico deconsolidation (recorded in other noncash gain, net)						82												82
Noncash amortization of short-lived assets recorded on our equity investment in PVH Mexico (recorded in equity in net income of unconsolidated						2
Noncash amortization of short-lived assets recorded on our equity investment in PVH Mexico (recorded in equity in net income of unconsolidated affiliates)																		2
One-time expenses recorded on our equity investment in TH China (recorded in equity in net income of unconsolidated affiliates)						6												6
Gain recorded on our equity investment in Karl Lagerfeld (recorded in equity in net income of unconsolidated affiliates)									(2)
Debt modification and extinguishment costs			24			16									24			16
Non-GAAP earnings before interest and taxes		$	864		$	794		$	842		$	971		$	864		$	794
% change over prior year			9%			-6%						12%			9%

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Exhibit B

NEO Employment Agreements

Name	Description	SEC Filing
Emanuel Chirico	Second Amended and Restated Employment Agreement First Amendment to Second Amended and Restated Employment Agreement Second Amendment to Second Amended and Restated Employment Agreement Third Amendment to Second Amended and Restated Employment Agreement	■ Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.15 ■ Quarterly Report on Form 10-Q for the period ended May 2, 2010, Exhibit 10.1 ■ Quarterly Report on Form 10-Q for the period ended August 1, 2010, Exhibit 10.6 ■ Current Report on Form 8-K filed January 28, 2011, Exhibit 10.1
Michael A. Shaffer	Second Amended and Restated Employment Agreement First Amendment to Second Amended and Restated Employment Agreement	■ Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.30 ■ Current Report on Form 8-K filed January 28, 2011, Exhibit 10.2
Francis K. Duane	Employment Agreement	■ Annual Report on Form 10-K for the fiscal year ended February 4, 2018, Exhibit 10.8
Daniel Grieder	Employment Contract	■ Quarterly Report on Form 10-Q for the quarter ended April 30, 2017, Exhibit 10.1
Steven B. Shiffman	Second Amended and Restated Employment Agreement First Amendment to Second Amended and Restated Employment Agreement Second Amendment to Second Amended and Restated Employment Agreement	■ Annual Report on Form 10-K for the fiscal year ended February 1, 2015, Exhibits 10.25, 10.26 and 10.27

PVH CORP. 2019 PROXY STATEMENT

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Exhibit C

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF PVH CORP.

PVH Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1. The original name of the Corporation was Phillips-Van Heusen Corporation.

2. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State on April 8, 1976.

3. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

4. The text of the Certificate of Incorporation of this Corporation is hereby amended and restated in its entirety to read as follows:

FIRST: The name of the Corporation is PVH Corp.

SECOND: The registered office of the Corporation in the State of Delaware is located at c/o Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation at such address is Corporation Service Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 240,150,000. 150,000 of said shares shall be of the par value of $100 each and shall be designated Preferred Stock and 240,000,000 of said shares shall be of the par value of $1 each and shall be designated Common Stock.

B. The Board of Directors is hereby expressly granted the power by resolution or resolutions to issue the Preferred Stock in one or more series, which series may have such voting powers, full, limited or by series, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be fixed by the Board of Directors and as shall be stated and expressed in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors.

C. I. Subject to any preferential dividend rights applicable to shares of the Preferred Stock, the holders of shares of the Common Stock shall be entitled to receive such dividends as may be declared by the Board of Directors.

II. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after distribution in full of any preferential amounts applicable to shares of the Preferred Stock, the holders of shares of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of the Common Stock held by them.

III. Subject to any special voting rights applicable to shares of the Preferred Stock and except as provided or in part B of this Article Fourth, the holders of shares of the Common Stock shall be entitled to vote on all matters at all meetings of the stockholders of the Corporation, and shall be entitled to one vote for each share of the Common Stock entitled to vote at such meeting, voting together with the holders of any shares of the Preferred Stock who are entitled to vote, and not as a separate class.

FIFTH: The Board of Directors shall consist of not less than 9, nor more than 21 members as determined from time to time by the Board of Directors.

SIXTH A. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereon shall be required

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Exhibit C

(i) to adopt any agreement for the merger or consolidation of the Corporation or any “subsidiary” (which term is hereinafter defined) into or with any other “person” (which term is also hereinafter defined) or the merger of any other person into the Corporation or any subsidiary,

(ii) to authorize any sale, lease, exchange, mortgage or pledge to any other person of all or substantially all of the property and assets of the Corporation or any subsidiary, or any part of such assets having a fair market value greater than 50% of the fair market value of the total assets of the Corporation or such subsidiary, or

(iii) to authorize the issuance or transfer by the Corporation or any subsidiary of any voting securities of the Corporation or any subsidiary having a fair market value of more than $1,000,000 in exchange or payment for the securities or property and assets (including cash) or any other person,

if, in any such case, as of the record date for the determination of stockholders entitled to notice thereof and to vote thereon or consent thereto, such other person is the “beneficial owner” (which term is hereinafter defined) of 5% or more of the outstanding stock of the Corporation entitled to vote in elections of directors; provided, however, that the provisions of this part A shall not apply to (1) any transaction consistent in all material respects with a memorandum of understanding approved by the Board of Directors of the Corporation prior to the time such person shall have become the beneficial owner of 5% or more of the outstanding stock of the Corporation entitled to vote in elections of directors or (II) any transaction if the Corporation and its subsidiaries beneficially own a majority of the outstanding stock entitled to vote in elections of directors of such person.

B. For the purposes of this Article SIXTH:

I. A person shall be deemed to be the “beneficial owner” of shares of stock of the Corporation (other than shares of the Corporation’s stock held in its treasury) (1) which such person and its “affiliates” and “associates” (which terms are hereinafter defined) beneficially own, directly or indirectly, whether of record or not, (2) which such person or any of its affiliates or associates has the right to acquire pursuant to any agreement, upon the exercise of conversion rights, warrants or options, or otherwise, (3) which such person or any of its affiliates or associates has the right to sell or vote pursuant to any agreement or (4) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its affiliates or associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of securities of the Corporation.

II. A “subsidiary” is any corporation 50% or more of the voting securities of which are owned, directly or indirectly, by the Corporation.

III. A “person” is any individual, corporation or other entity.

IV. An “affiliate” of a specified person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.

V. An “associate” of a specified person is (1) any person of which such specified person is an officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such specified person, or any relative of such spouse, who has the same home as such specified person or who is a director or officer of such specified person or any corporation which controls or is controlled by such specified person, or (4) any other member or partner in a partnership, limited partnership, syndicate or other group of which such specified person is a member or partner and which is acting together for the purpose of acquiring, holding or disposing of securities of the Corporation.

C. For the purposes of determining whether a person is the beneficial owner of 5% or more of the outstanding stock of the Corporation, the outstanding stock of the Corporation shall include shares deemed owned pursuant to the provisions of clause (2) of division I of part B of this Article SIXTH, but shall not include any other shares which may be issuable pursuant to any agreement or upon the exercise of any conversion rights, warrants or options, or otherwise, or shares owned by the Corporation or any subsidiary.

D. The Board of Directors shall, on the basis, on the basis of information known to it, make all determinations required to be made pursuant to the provisions of this Article SIXTH, including, without limiting the generality of the foregoing.

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Exhibit C

(i) the fair market value of any assets of the Corporation or any subsidiary proposed to be disposed of and the fair market value of the total assets of the Corporation or such subsidiary,

(ii) the fair market value of any voting securities of the Corporation or any subsidiary proposed to be issued or transferred,

(iii) whether any person is the beneficial owner of 5% or more of the outstanding stock of the Corporation entitled to vote in the election of directors,

(iv) whether any memorandum of understanding is consistent in all material respects with a proposed transaction, and

(v) the persons who are the affiliates and associates of any other person.

Any such determination shall be conclusive and binding for all purposes of this Article SIXTH.

E. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereon shall be required (i) to adopt any agreement for the merger or consolidation of the Corporation into or with a subsidiary (but not for the merger of a subsidiary into the Corporation) or (ii) to authorize any sale, lease, exchange, mortgage or pledge to a subsidiary of all or substantially all of the property and assets of the Corporation.

F. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereon shall be required for the dissolution of the Corporation.

G. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereon shall be required to authorize any amendment to the Certificate of Incorporation of the Corporation which shall alter, amend, change, or repeal any of the provisions of this Article SIXTH.

SEVENTHSIXTH: A. The Board of Directors shall have the power to adopt, alter, amend, change, or repeal the By-Laws of the Corporation.

B. The By-Laws of the Corporation shall not be adopted, altered, amended, changed or repealed by the stockholders except by the affirmative vote of not less than 80%a majority of the outstanding stock of the Corporation entitled to vote in the election of directors.

C. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereon shall be required to authorize any amendment to the Certificate of Incorporation of the Corporation which shall alter, amend, change, or repeal any of the provisions of this Article SEVENTH.

EIGHTHSEVENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director; provided, however, that nothing in this Article EIGHTHSEVENTH shall eliminate or limit the liability of any director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived and improper benefit.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by the undersigned, a duly authorized officer of the Corporation, on June 20, 2019.

By:

/s/ Mark D. Fischer

Mark D. Fischer
Secretary

C-3

PVH CORP. 2019 PROXY STATEMENT

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PVH Corp.

200 Madison Avenue
New York, NY 10016
PVH.com

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(Continued, and to be dated and signed on the other side.) PVH CORP. ANNUAL MEETING OF STOCKHOLDERS June ~~21, 2018~~20, 2019 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June ~~21, 2018.~~20, 2019. The proxy statement and annual report to stockholders are available to view online at www.pvhannualmeetingmaterials.com. “Green” Initiative If you would like to access the proxy information electronically in the future rather than receive paper copies in the mail, please visit www.proxyconsent.com/pvh and follow the instructions. PVH CORP. 200 Madison Avenue New York, New York 10016-3903 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS EMANUEL CHIRICO and MARK D. FISCHER, or either of them, with the power of substitution, are hereby authorized to represent the undersigned and to vote all shares of the Common Stock of PVH CORP. held by the undersigned at the Annual Meeting of Stockholders to be held in New York, New York, on June ~~21, 2018,~~20, 2019, and any adjournments thereof, on the matters printed on the reverse side. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If this Proxy is executed but no directions are given, this Proxy will be voted: FOR the election of all of the nominees for director. FOR the approval of the advisory resolution on executive compensation. FOR the approval of the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to approve certain transactions with certain stockholders. FOR the approval of the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend our By-Laws. FOR the ratification of auditors. Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. INTERNET/MOBILE www.proxypush.com/pvh Use the Internet to vote your proxy until 12:00 p.m. (CT) on June ~~20, 2018.~~19, 2019 PHONE 1-866-883-3382 Use a touch-tone telephone to vote your proxy until 12:00 p.m. (CT) on June ~~20, 2018.~~19, 2019. MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope provided. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.

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Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Address Change? Mark box, sign, and indicate changes below: TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD The Board recommends a vote FOR all of the nominees in proposal 1 and FOR proposals 2, ~~and~~3, 4 and ~~1 YEAR for proposal 3.~~5 1. Election of the nominees for director listed below: FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1(a) MARY BAGLIVO 1(g) G. PENNY McINTYRE 1(b) BRENT CALLINICOS 1(h) AMY McPHERSON 1(c) EMANUEL CHIRICO 1(i) HENRY NASELLA 1(d) JUAN R. FIGUEREO 1(j) EDWARD R. ROSENFELD 1(e) JOSEPH B. FULLER 1(k) CRAIG RYDIN 1(f) V. JAMES MARINO 1(l) JUDITH AMANDA SOURRY KNOX 2. Approval of the advisory resolution on executive ~~compensation~~compensation. FOR AGAINST ABSTAIN 3. ~~Ratification~~Approval of ~~auditors~~the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to approve certain transactions with certain stockholders. FOR AGAINST ABSTAIN 4. FOR the approval of the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend our By-Laws. FOR AGAINST ABSTAIN 5. Ratification of auditors. FOR AGAINST ABSTAIN 6. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. Date ~~2018~~________________________________________________________, 2019 Note: The signature should agree with the name on your stock certificate. If acting as executor, administrator, trustee, guardian, etc., you should so indicate when signing. If the signer is a corporation, please sign the full corporate name, by duly authorized officer. If shares are held jointly, each stockholder named should sign.

	~~Matter~~Record Date		April 23, 2019
~~Board~~Voting		■ Stockholders as of the record date are entitled to vote. ■ Each share of our common stock is entitled to one vote.
Admission		■ Attendance at the meeting will be limited to holders of record as of the record date of our common stock or their proxies, beneficial owners with evidence of ownership and guests of PVH. ■ If you hold stock through a bank or broker, you can bring an account statement as of the record date as evidence of ownership. ■ Attendees must present a picture ID.

		~~Tenure of Independent Directors~~				~~Number~~ ~~of Years~~What’s new?
		~~Average Tenure~~				~~8.7~~
		~~Median Tenure~~				7

		~~Age~~We have reorganized and redesigned our Proxy Statement. It features new and expanded disclosures, as well as improved graphics. This was intended to improve transparency, readability and comprehension. Perhaps more significantly, even though we already had strong corporate governance practices, we took measures to improve them further. In April 2019, our Board adopted proxy access, without having ever been approached by an investor to do so. Please see page 18. In addition, we are asking stockholders to approve at the Annual Meeting two amendments to our Certificate of ~~Independent Directors~~				~~Number~~ Incorporation to eliminate supermajority requirements for certain transactions with certain stockholders and for stockholders to approve amendments of ~~Years~~
		~~Average Age~~				~~58.8~~
		~~Median Age~~				60

		~~Distribution of Independent~~ ~~Director Tenure~~				~~Number of~~ ~~Directors~~
		~~0 – 5 Years~~				5
		~~6 – 10 Years~~				1
		~~10+ Years~~				5our By-Laws.

~~Age Distribution of~~ ~~Independent Directors~~	PVH CORP. 2019 PROXY STATEMENT		~~Number of~~ ~~Directors~~
~~40 – 44~~		1
~~45 – 49~~		0
~~50 – 54~~		2
~~55 – 59~~		2
~~60 – 64~~		3
~~65 – 69~~		2
~~70+~~		1

	Our Business PVH is one of the largest branded apparel companies in the world, with a history going back over 135 years. We have over 38,000 associates operating in over 40 countries and generated $9.7 billion in revenues in 2018. Our brand portfolio consists of nationally and internationally recognized trademarks, including the global designer lifestyle brands, Tommy Hilfiger and CALVIN KLEIN, as well as Van Heusen, IZOD, ARROW, Warner’s, Olga, True&Co., and Geoffrey Beene. We also license brands from third parties, including Speedo, Kenneth Cole New York, Kenneth Cole Reaction, Unlisted, a Kenneth Cole Production, MICHAEL Michael Kors, Michael Kors Collection, DKNY and Chaps. Our brand portfolio also includes various other owned, licensed, and private label brands. We design and market branded dress shirts, neckwear, sportswear, jeanswear, performance apparel, intimate apparel, underwear, swimwear, swim products, handbags, accessories, footwear and other related products. Our brands are positioned to sell globally at various price points and in multiple channels of distribution. This enables us to offer products to a broad range of consumers, while minimizing competition among our brands and reducing our reliance on any one demographic group, product category, price point, distribution channel, or region. We also license the use of our trademarks to third parties and joint ventures for product categories and in regions where we believe our licensees’ expertise can better serve our brands. Our directly operated businesses in North America in 2018 consisted principally of wholesale sales under our TOMMY HILFIGER, CALVIN KLEIN, Van Heusen, IZOD, ARROW, Speedo, Warner’s, Olga and Geoffrey Beene trademarks; the operation of digital commerce sites under the TOMMY HILFIGER, CALVIN KLEIN, Speedo, True&Co., Van Heusen and IZOD trademarks, and the styleBureau.com digital commerce site; and the operation of retail stores, principally in premium outlet centers, primarily under our TOMMY HILFIGER, CALVIN KLEIN, and certain of our heritage brand trademarks. Our directly operated businesses outside of North America consisted principally of our wholesale and retail sales in Europe and Asia under our TOMMY HILFIGER trademarks; our wholesale and retail sales in Europe, Asia and Latin America under our CALVIN KLEIN trademarks; and the operation of digital commerce sites under the TOMMY HILFIGER and CALVIN KLEIN trademarks. Our licensing activities principally related to the licensing worldwide of our TOMMY HILFIGER and CALVIN KLEIN trademarks for a broad array of product categories and for use in numerous discrete jurisdictions. TABLE OF CONTENTS Notice of 2019 Annual Meeting of Stockholders			~~PVH CORP.~~
				~~NOTICE OF ANNUAL MEETING~~ ~~OF STOCKHOLDERS~~

		Important notice regarding the availability of proxy materials for the annual meeting of stockholders to be held on June 20, 2019
		Our Annual Report to Stockholders for our fiscal year ended February 3, 2019, the Proxy Statement and all other proxy materials are available at www.pvhannualmeetingmaterials.com

		~~Page~~
~~PROXY SUMMARY~~				1
~~GENERAL INFORMATION~~				5
~~VOTING INFORMATION~~				5
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~				6
5%Notice of 2019 Annual Meeting of Stockholders		i
	6Proxy Summary		1
	Proposal 1: Election of Directors		~~Directors, Nominees for Director and Executive Officers~~7
	Corporate Governance		14
	Independence				714
	~~ELECTION OF DIRECTORS~~Leadership Structure of the Board				814
	~~Directors~~Risk Oversight				815
	~~Meetings~~Board, Committee and Director Evaluations				1116
	~~Committees~~Board Refreshment				1217
~~Other Corporate Governance Matters~~				14
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~				17
~~COMPENSATION COMMITTEE REPORT~~				17
~~COMPENSATION DISCUSSION AND ANALYSIS~~				0
~~Executive Summary~~				0
~~Executive Compensation Overview~~				9
~~Employment Agreements, Termination of Employment and Severance~~				18
~~Stock Ownership~~				19
Stockholder Engagement				19
	~~EXECUTIVE COMPENSATION~~Director Resignation Policy		19
	Director On-Boarding		3620
	Ongoing Director Education		20
	Management Succession Planning		20
	Political and Lobbying Activities		21
	Values and Corporate Responsibility		21
	Meetings		22
	Transactions with Related Persons		23
	Governing Documents		23
	How to Contact the Board		24
	Committees		24
	Director Compensation		26
	Annual Retainers		26
	Stock Ownership Guidelines		26
	Proposal 2: Advisory Vote on Executive Compensation		29
	Compensation Discussion & Analysis		30
	Compensation Committee Report		50

Executive Compensation Tables	51
Summary Compensation Table		3651
Grants of Plan-Based Awards		3954
Narrative Disclosure Toto Summary Compensation Table and Grants of Plan-Based Awards Table		4055
Outstanding Equity ~~Awards At~~at Fiscal Year-End		4661
Option Exercises and Stock Vested		4863
Pension Benefits		4863
Defined Benefit Plans		4964
Non-Qualified Deferred Compensation		5267
Potential Payments Upon Termination and Change in Control Provisions	70
53CEO Pay Ratio	71
Proposal 3: Amendment to Our Certificate of Incorporation to Eliminate the Supermajority Voting Requirement for Certain Transactions	~~CEO PAY RATIO~~72
Proposal 4: Amendment to Our Certificate of Incorporation to Eliminate the Supermajority Voting Requirement for By-Law Amendments	73
Proposal 5: Ratification of the Appointment of Auditor	74
Audit Committee Report	75
Equity Compensation Plan Information	76
Security Ownership of Certain Beneficial Owners and Management	77
5% Stockholders	77
Directors, Nominees for Director, and Executive Officers	78
Delinquent Section 16(a) Reports	79
General Information About the Annual Meeting	80
Exhibit A — GAAP to Non-GAAP Reconciliations	A-1
Exhibit B — NEO Employment Agreements	B-1
Exhibit C — Amended and Restated Certificate of Incorporation of PVH Corp.	C-1

					Current Committee Memberships
Director nominee	Age	Director Since Tenure	Principal Occupation	Other Public Company Boards	Audit & Risk Management	Compensation	Corporate Responsibility	Nominating, Governance & Management Development
MARY BAGLIVO	61	2007 12	Chief Executive Officer,/The Baglivo Group; Former Vice Chancellor of Communications and Marketing at Rutgers University	2			■
BRENT CALLINICOS	53	2014 5	Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc.	1			■
EMANUEL CHIRICO	61	2005 14	Chairman and Chief Executive Officer, PVH Corp.	1
JUAN R. FIGUEREO	63	2011 8	Venture Partner, Ocean Azul Partners; Former Executive Vice President and Chief Financial Officer, Revlon, Inc.	0	■
JOSEPH B. FULLER	62	1991 28	Professor of Management Practice in Business Administration, Harvard Business School; Visiting Fellow, American Enterprise Institute; Founder, Joseph Fuller LLC	0				■
V. JAMES MARINO	68	2007 12	Retired Chief Executive Officer, Alberto-Culver Company	1	■
G. PENNY McINTYRE	57	2015 4	Former Chief Executive Officer, Sunrise Senior Living, LLC	0			■
AMY McPHERSON	57	2017 2	Principal investor and consultant; Retired President and Managing Director, Europe, Marriott International, Inc.	0	■
HENRY NASELLA	72	2003 16	Presiding Director, PVH Corp.; Partner and Co-Founder, LNK Partners	0		■		■
EDWARD R. ROSENFELD	43	2014 5	Chief Executive Officer, Steven Madden, Ltd.	1	■
CRAIG RYDIN	67	2006 13	Operating Partner, LNK Partners; Former Chairman of the Board of Directors, Yankee Holding Corp.; Former Non-Executive Chairman, The Yankee Candle Company, Inc.	1		■		■
AMANDA SOURRY (Judith Amanda Sourry Knox)	55	2016 2	President, Unilever North America	0		■		■
Number of meetings in 2018					11	7	4	5

	OPERATING EXPERIENCE			of 12 nominees
	Current/Recent Public Company CEO, COO or CFO Within a Global Company			4
	Financial Expertise			6
	Operations Leader Experience			12
	INDUSTRY EXPERIENCE
	Consumer Products or Services			10
	Digital/eCommerce			8
	Technology/Cyber Risk			2
	Regulatory/Corporate Governance			8
	International Experience			11

$9.7B				$9.65				$9.60* ~~Earnings per share was $6.84 as compared to $6.79 in 2016 ($7.94~~1 ~~vs. $6.80~~1 ~~on a non-GAAP basis).~~ * ~~Revenue was $8.9 billion, a 9% increase over 2016. The revenue increase included:~~ • ~~A 10% increase in our Calvin Klein business, driven by continued strength in Europe and China.~~ • An 11% increase in our Tommy Hilfiger business, driven principally by outstanding performance across Europe and Asia, as well as the inclusion of a full first quarter of revenue from the Tommy Hilfiger business in China, which had been a joint venture until April 2016, when we purchased our partners’ interests. ~~Revenue in our Heritage Brands business was flat, including a 2% increase in comparable store sales.~~ * ~~Earnings before interest and taxes (which we refer to as “EBIT”) decreased to $632 million from $789 million in 2016. EBIT on a non-GAAP basis for 2017 was $864 million~~1 ~~compared to $794 million~~1 ~~on a non-GAAP basis in 2016.~~ * ~~Our gross margins expanded.~~
Revenue, an increase of 8% over 2017				In GAAP earnings per share, representing 41% growth year-over-year				In non-GAAP earnings per share, representing 21% growth year-over-year

	Ernst & Young LLP Fees
	2017			2016
Audit fees		$	5,970,000		$	5,944,000
Audit-related fees			96,400			72,400
Tax fees			2,232,000			1,903,000
All other fees			—			121,300
		$	8,298,400		$	8,040,700

	the advisory proposal. We are pleased that our stockholders have consistently supported our executive compensation program since we began holding say-on-pay votes in 2012.			~~PVH CORP.~~
			~~PROXY STATEMENT FOR ANNUAL MEETING~~ ~~OF STOCKHOLDERS~~

		~~IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS~~ ~~FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 21, 2018~~
		~~Our Annual Report to Stockholders for our fiscal year ended February 4, 2018, this Proxy Statement and all other proxy materials are available at~~ ~~www.pvhannualmeetingmaterials.com~~.

Name and Address of Beneficial Owner	Amount Beneficially Owned		Percent of Class
The Vanguard Group, Inc.1 100 Vanguard Blvd. Malvern, PA 19355		7,763,442		10.1
FMR LLC2 245 Summer Street Boston, MA 02210		6,200,635		8.0
JPMorgan Chase & Co.3 270 Park Avenue New York, NY 10017		5,492,715		7.1
BlackRock, Inc.4 55 East 52nd Street New York, NY 10055		5,070,527		6.6

Name	Principal Occupation	Age	Year Became a Director
Mary Baglivo	Vice Chancellor of Communications and Marketing, Rutgers University	60	2007
Brent Callinicos	Former Chief Operating and Chief Financial Officer and current adviser, Virgin Hyperloop One, a privately held autonomous transportation company	52	2014
Emanuel Chirico	Chief Executive Officer, PVH Corp.	60	2005
Juan R. Figuereo	Former Executive Vice President and Chief Financial Officer, Revlon, Inc., a global beauty and personal care products company	62	2011
Joseph B. Fuller	Professor of Management Practice in Business Administration, Harvard Business School; Visiting Fellow, American Enterprise Institute; Founder, Joseph Fuller LLC, a business consulting firm	61	1991
V. James Marino	Retired Chief Executive Officer, Alberto-Culver Company, a personal care products company	67	2007
G. Penny McIntyre	Former Chief Executive Officer, Sunrise Senior Living, LLC, a provider of senior living services	56	2015
Amy McPherson	President and Managing Director, Europe, Marriott International, Inc., a global lodging company	56	2017
Henry Nasella	Partner and Co-Founder, LNK Partners, a private equity investment firm	71	2003
Edward R. Rosenfeld	Chief Executive Officer, Steven Madden, Ltd., a fashion footwear and accessories company	42	2014
Craig Rydin	Operating Partner, LNK Partners, a private equity investment firm; Former Chairman of the Board of Directors, Yankee Holding Corp.; Former Non-Executive Chairman, The Yankee Candle Company, Inc., a designer, manufacturer and branded marketer of premium scented candles	66	2006
Amanda Sourry	President, Unilever North America, and Head of Global Customer Development, Unilever, a personal care, foods, refreshment and home care consumer products company	54	2016

Mary Baglivo		Chief Executive Officer, /The Baglivo Group
	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 advertising agencies, including serving for six years as Chairman & Chief Executive Officer, The Americas, and three years before that as Chief Executive Officer, New York, at Saatchi & Saatchi Worldwide.
INDEPENDENT AGE: 61 DIRECTOR SINCE 2007 COMMITTEE Corporate Responsibility Committee	EXPERTISE Ms. Baglivo brings to the Board valuable marketing, advertising and strategic planning expertise along with general management know-how. She has extensive experience building high-performing brands via creative integrated programs and has led digital transformations for brand and agency organizations. Her clients have included leading global companies in consumer package goods, healthcare, retail, hospitality, spirits and financial services.		OTHER PUBLIC COMPANY BOARDS ■ Host Hotels & Resorts, L.P. (since 2013) ■ Ruth’s Hospitality Group, Inc. (since 2017)

Brent Callinicos		Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc.
	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 at Uber Technologies Inc. (an on-demand car service company) from 2015 to 2016 and Uber’s Chief Financial Officer from 2013 to 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.
INDEPENDENT AGE: 53 DIRECTOR SINCE 2014 COMMITTEE Corporate Responsibility Committee	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 ■ Baidu, Inc. (since 2015)

Emanuel Chirico		Chairman and Chief Executive Officer, PVH Corp.
	EXPERIENCE Mr. Chirico has had a 25-year career at PVH Corp. He became Chief Executive Officer in 2006 and added the Chairman role in 2007. Before that, he served in 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 & Young LLP, running its Retail and Apparel Practice Group.
AGE: 61 DIRECTOR SINCE 2005	EXPERTISE 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)

COMPENSATION ELEMENT	BASE SALARY		ANNUAL BONUS		GRIP AWARDS		RESTRICTED STOCK UNITS		STOCK OPTIONS		PERFORMANCE SHARE UNITS
FREQUENCY	Reviewed Annually		Eligibility reviewed annually		One-Time		Eligibility reviewed annually		Eligibility reviewed annually		Eligibility reviewed annually
FORM	Cash						Equity
FIXED VS. AT RISK	Fixed		At-Risk
PERFORMANCE CYCLE/VESTING	N/A		1 year		3 years		4 years – vesting 25% on each of 1st, 2nd, 3rd and 4th anniversaries of grant		4 years – vesting 25% on each of 1st, 2nd, 3rd and 4th anniversaries of grant		3 years
PERFORMANCE MEASURES	N/A		■ EPS for all NEOs ■ Business unit operating income for NEOs with divisional responsibilities		Business unit EBIT		Adjusted net income1		N/A		Absolute stock price growth and relative TSR
2017 VALUES
Emanuel Chirico		$1,350,000		$2,025,000		$0		$1,850,096		$2,280,669		$4,996,682
Michael A. Shaffer		$900,000		$900,000		$0		$750,392		$619,565		$600,548
Francis K. Duane		$1,125,000		$843,750		$300,000		$550,260		$452,115		$400,436
Daniel Grieder		€886,6652		€886,665		€1,378,000		$1,200,2803		$576,028		$200,218
Steven B. Shiffman		$950,000		$712,500		$1,500,000		$600,395		$495,652		$400,436

Name	2017 Base Salary		Increase from Prior Year (%)
Emanuel Chirico		$1,350,000		—
Michael A. Shaffer		$900,000		—
Francis K. Duane		$1,125,000		2.3
Daniel Grieder		₣ 975,000		4.7
Steven B. Shiffman		$950,000		2.7

	Potential Payouts (% of Base Salary)						Actual Payouts
Name	Threshold		Target		Maximum		% of Base Salary		$
Emanuel Chirico		75		150		300		300		4,050,000
Michael A. Shaffer		50		100		200		200		1,800,000

			Earnings Goals
Name (Business Divisions)	Percentage of Bonus Opportunity		Threshold			Target			Maximum			Actual
Francis K. Duane (Total Heritage Brands and Total Underwear Group)		50		$	210,000,000		$	232,053,000		$	255,000,000		$	256,485,000
Daniel Grieder (Total Tommy Hilfiger and Calvin Klein/Michael Kors Europe)		70		€	523,000,000		€	566,840,000		€	610,000,000		€	641,287,000
Steven B. Shiffman (Total Calvin Klein)		70		$	463,000,000		$	505,786,000		$	548,000,000		$	509,273,000

	Shares (#)						Award Values ($)1
Name	Threshold		Target		Maximum		Threshold		Target		Maximum
Emanuel Chirico		26,778		53,555		107,109		2,754,653		5,509,203		11,018,303
Michael A. Shaffer		2,811		5,621		11,242		289,168		578,232		1,156,465
Francis K. Duane		1,874		3,748		7,495		192,778		385,557		771,011
Daniel Grieder		937		1,874		3,748		96,389		192,778		385,557
Steven B. Shiffman		1,874		3,748		7,495		192,778		385,557		771,011

	Earnings Goals									Potential Payouts
Name	Threshold			Target			Maximum			Threshold			Target			Maximum
Francis K. Duane		$	305,000,000		$	321,000,000		$	353,000,000		$	150,000		$	300,000		$	900,000
Daniel Grieder		€	1,760,000,000		€	1,853,000,000		€	2,038,000,000		€	689,000		€	1,378,000		€	4,132,000
Steven B. Shiffman		$	1,597,000,000		$	1,681,000,000		$	1,849,000,000		$	750,000		$	1,500,000		$	4,500,000

Name and Principal Position	Years of Service1		Fiscal Year		Salary ($)		Bonus ($)		Stock Awards2 ($)		Option Awards3 ($)		Non-Equity Incentive Plan Compensation4 ($)			Change in Pension Value and Non-qualified Deferred Compensation Earnings5 ($)		All Other Compensation6 ($)		Total ($)
Emanuel Chirico, age 60 Chairman and Chief Executive Officer, PVH Corp.		24		2017		1,350,000		0		6,846,778		2,280,669			4,050,000		2,493,110		197,008		17,217,565
				2016		1,350,000		0		6,867,719		2,491,935		��	4,050,000		1,184,388		150,488		16,094,530
				2015		1,350,000		0		5,343,812		2,161,688			2,531,250		107,190		130,226		11,624,166
Michael A. Shaffer, age 55 Executive Vice President and Chief Operating & Financial Officer, PVH Corp.		27		2017		900,000		0		1,350,940		619,565			1,800,000		797,833		81,563		5,549,901
				2016		891,667		0		1,251,912		673,785			1,575,000		349,103		61,320		4,802,787
				2015		866,667		0		801,380		662,345			907,813		0		50,709		3,288,914
Francis K. Duane, age 61 Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands		19		2017		1,116,667		0		950,696		452,115			1,968,750		1,427,958		40,861		5,957,047
				2016		1,091,667		0		1,051,384		584,660			1,925,000		700,633		72,561		5,425,905
				2015		1,066,667		0		651,127		613,016			1,082,525		43,939		60,634		3,517,908
Daniel Grieder7, age 56 Chief Executive Officer, Tommy Hilfiger Global and PVH Europe		21		2017		1,014,044		0		1,400,498		576,028			1,903,249		N/A		142,420		5,036,239
				2016		937,209		0		900,790		631,005			1,682,014		N/A		148,269		4,299,287
				2015		927,585		0		500,380		471,861			1,308,704		N/A		159,346		3,367,876
Steven B. Shiffman, age 60 Chief Executive Officer, Calvin Klein		25		2017		941,667		0		1,000,831		495,652			1,172,410		750,317		87,369		4,448,246
				2016		908,333		0		1,201,661		538,315			1,081,788		367,852		72,167		4,170,116
				2015		866,667		0		501,099		282,310			680,050		94,106		71,472		2,495,704

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		2017		133,366		2,190,995		168,749		2,493,110
		2016		70,979		985,601		127,808		1,184,388
		2015		(21,811)		139,499		(10,498)		107,190
Michael A. Shaffer		2017		125,466		672,367		N/A		797,833
		2016		60,200		288,903		N/A		349,103
		2015		(39,296)		16,095		N/A		0
Francis K. Duane		2017		120,192		1,151,634		156,132		1,427,958
		2016		65,797		515,489		119,347		700,633
		2015		(11,876)		85,919		(30,104)		43,939
Steven B. Shiffman		2017		132,231		618,086		N/A		750,317
		2016		70,372		297,480		N/A		367,852
		2015		(21,459)		115,565		N/A		94,106

Name	Executive Contributions in Last Fiscal Year2 ($)		Registrant Contributions in Last Fiscal Year2 ($)		Aggregate Earnings in Last Fiscal Year3 ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year4 ($)
Emanuel Chirico		360,000		153,900		297,708		—		6,461,210
Michael A. Shaffer		202,500		66,375		108,142		—		1,946,202
Francis K. Duane		93,521		25,338		148,704		—		4,742,564
Daniel Grieder		N/A		N/A		N/A		N/A		N/A
Steven B. Shiffman		440,634		52,547		80,015		1,657,804		2,661,351

	Voluntary Termination at February 4, 2018			Retirement at February 4, 2018			Death at February 4, 2018			Disability at February 4, 2018			Termination Without Cause or for Good Reason at February 4, 2018			Termination for Cause at February 4, 2018			Termination Without Cause or for Good Reason Upon Change in Control at February 4, 20181
Severance value2		$	0		$	0		$	0		$	0		$	6,750,000		$	0		$	10,125,000
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			7,532,818			0			0			0			7,532,818
Value of unvested restricted stock units6			0			0			7,385,208			0			0			0			7,385,208
Value of unvested performance share units7			0			0			14,218,016			20,336,452			20,336,452			0			12,488,390
Capital accumulation program8			1,759,742			1,759,742			2,034,716			1,759,742			1,759,742			0			2,259,974
Welfare benefits value9			0			0			0			0			42,160			0			76,932
Payout adjustment10			0			0			0			0			0			0			0
Total		$	1,759,742		$	1,759,742		$	31,170,758		$	22,096,194		$	28,888,354		$	0		$	39,868,322

	2016
	GAAP			Adjustments3			Non-GAAP
Earnings Before Interest and Taxes		$	789		$	(5)		$	794
Net Income per Common Share Calculation
Net Income (Loss) Attributable to PVH Corp.		$	549		$	(1)		$	550
Total Shares for Diluted Net Income per Common Share			81						81
Diluted Net Income per Common Share Attributable to PVH Corp.		$	6.79					$	6.80

	2015
	GAAP			Adjustments4			Non-GAAP
Earnings Before Interest and Taxes		$	761		$	(81)		$	842
Net Income per Common Share Calculation
Net Income (Loss) Attributable to PVH Corp.		$	572		$	(14)		$	586
Total Shares for Diluted Net Income per Common Share			83						83
Diluted Net Income per Common Share Attributable to PVH Corp.		$	6.89					$	7.05