PVH CORP. 2021 PROXY STATEMENT   |  i

Notice of 2021 

Annual Meeting of Stockholders  

PVH CORP. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS The meeting will be held:

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

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

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 17, 2021: Our Annual Report to Stockholders for our fiscal year ended January 31, 2021, the Proxy Statement and all other proxy materials are available at www.proxydocs.com/pvh

ii  |   PVH CORP. 2021 PROXY STATEMENT

WHO CAN ATTEND	◾	Holders of record as of the record date of PVH Corp. common stock or their proxies
*◾	Beneficial owners with evidence
	◾	Invited guests of ownershipPVH
*	Invited guests of PVH

You must present a picture ID to be admitted to the annual meeting. If you hold stock through a bank or broker, you should bring an account statement as of the record date as evidence of ownership.

Even if you plan to attend the annual meeting, we encourage you to vote your shares in advance to ensure they are counted.

	By order of the Board of Directors,20, 2021
HOW TO ATTEND	As a result of the COVID-19 pandemic, our Annual Meeting will be a “virtual meeting,” conducted exclusively online via live webcast. We intend to return to in-person meetings in 2022.

PVH CORP. 2021 PROXY STATEMENT |iii

Dear Fellow Stockholders 

MAY 7, 2021 

We all know too well that the volatility and precipitous change brought on by the COVID-19 pandemic was unprecedented. To make it through it successfully, we relied on our underlying strengths – our strong balance sheet and financial discipline, our iconic brands and our talented global workforce. We – the members of the Board and our senior executives – agreed to reduce our compensation for several months, and put into effect other measures to help preserve stockholder value and stand with our fellow stockholders through the worst of the stock market’s volatility.

Our first priority was the health and wellbeing of our associates, consumers, business partners and the communities where we operate. In this context and based on local regulations and protocols we developed based on the advice of medical authorities in the jurisdictions where we operate, we temporarily closed virtually all our offices and stores, implemented new safety and social distancing measures where facilities were open, and enhanced our customer service policies to recognize the limitations on in-person shopping.

iv  |   PVH CORP. 2021 PROXY STATEMENT

Our leadership teams also proactively pivoted our businesses to align with the acceleration of our consumers’ evolving shopping preferences. We accelerated our digital agenda and drove strong revenue growth and improved profitability in the channel, focused on our in-favor comfort and casual product assortments, and drove a strong recovery in our international businesses as they reopened. In reallocating resources towards these areas, we were able to gain market share and position our international businesses to come out of the pandemic in a stronger position. 

Our efforts to address the impact of the pandemic on us and our business did not hinder our other commitments. We maintained a critical focus on our governance, brought on and promoted talent to lead our growth strategy, and advanced our commitment to inclusion and diversity. We also continued to make progress towards our Forward Fashion targets — our strategy to reduce negative impacts to zero, increase positive impacts to 100%, and improve the over one million lives throughout our value chain. The actions we are taking to move our business and the industry forward toward a more innovative and responsible future. Key actions included: 

TABLE OF CONTENTS

We commend the hard work and critical actions of the Board and our leadership team to address the challenges of the pandemic. We also are proud of how our teams across PVH rose to the occasion to manage us through this environment and moved us closer to where the consumer is going and started to position us well to win in the “new normal” over the coming years. As we continue to leverage the power of PVH, we believe we will be able to deliver sustainable growth to increase stockholder value, while adhering to good governance principles and operating in a way that drives fashion forward for good. 

Sincerely,

PVH CORP. 2021 PROXY STATEMENT   |  v

Table of Contents 

vi  |   PVH CORP. 2021 PROXY STATEMENT

DELINQUENT SECTION 16(a) REPORTS	77
GENERAL INFORMATION ABOUT THE ANNUAL MEETING	78
EXHIBIT A — GAAP TO NON-GAAP RECONCILIATIONS	A-1
EXHIBIT B – NEO EMPLOYMENT AGREEMENTS	B-1
EXHIBIT C – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	C-1

PVH CORP.

 

PROXY SUMMARYProxy

Summary 

 

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting. Disclosures in this Proxy Statement generally pertain to matters related to our most recently completed fiscal year, which began on February 5, 2018,3, 2020 and ended on February 3, 2019. January 31, 2021. 

References to “2018”“2020” and other years refer to fiscal years, which are designated by the calendar year in which they begin.

 

The Notice Regarding the Availability of Proxy Materials and the Notice of Annual Meeting of Stockholdersand Proxy Statement are first being distributed or made available, as the case may be, on or about May 7, 2021. 

 

Date The meeting will be held:	*RECORD DATE	Thursday, JuneApril 20, 20192021
Time THURSDAY, JUNE 17, 2021	*VOTING	8:45 a.m., Eastern Daylight Saving Time
Place	*	The Graduate Center — City University of New York
		365 Fifth Avenue
		Elebash Recital Hall
		Main Level
		New York, New York
Record Date	*	April 23, 2019
Voting	*◾	Stockholders as of the record date are entitled to vote.
8:45 AM (EDT)	*	◾	Each share of our common stock is entitled to one vote.
Admission Online via live webcast at:	*ADMISSION	◾	Attendance at the meeting will be limited to holders of record of
www.proxydocs.com/pvh			our common stock as of the record date 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	owners and invited guests of the record date as evidence of ownership.PVH. For additional information on how
	*	Attendees must present a picture ID.	to attend the virtual meeting, please see the “General Information
			About the Annual Meeting” on page 92.

   

Voting Matters and VoteBoard Recommendation

 

ProposalVoting Matters	Board vote recommendation	Page to findBoard’s	For more information
		recommendation	information
PROPOSAL 1	Election of directorsDirectors	FOR each Director nominee	7Page 8
		Director nominee
PROPOSAL 2	Advisory vote on executive compensation	FOR	25Page 34
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	FOR	70
Approval of an amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend our By-LawsPROPOSAL 3	FOR	71
Ratification of Ernst & Young LLP as our independent auditor for	FOR	Page 86
	fiscal year 20192021	FOR	72

What To Look For 

We continue to focus on good governance and strive for transparency. The design of this Proxy Statement should make evident:

◾

the efforts in 2020 to navigate the impact of the COVID-19 pandemic, particularly the difficult decisions made by the Compensation Committee and full Board to reduce Board and executive compensation, while continuing to incentivize performance;

◾

the successful execution of the Board’s CEO succession plan; and

◾

our continuing efforts to live our values, practice good governance, attract, develop and retain diverse talent, and act as good corporate citizens.

   

What’s New?PVH CORP. 2021 PROXY STATEMENT   |   1

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. Pleasesee page15. In addition, we are asking stockholders to approve at the Annual Meeting two amendments to our Certificate of Incorporation to eliminate supermajority requirements for certain transactions with certain stockholders and for stockholders to approve amendments of our By-Laws.

  

1

 

Director Election (page 7)PROXY SUMMARY DIRECTOR ELECTION 

DIRECTOR ELECTION (PAGE 8) 

 

The following table introduces our director nominees, all of whom currently serve on our Board. Allcurrent directors who are standing for re-election this year. Directors are elected annually by a majority of votes cast. At the Annual Meeting, proxies cannot be voted for more than 12 nominees.

All of our directors are independent, except for Mr. Chirico.Chirico and Mr. Larsson.

					Current Committee Memberships				Meeting
								Nominating,	Attendance
		Director		Other Public				Governance &	(% of Board
		Since		Company	Audit & Risk		Corporate	Management	and Committee
Director	Age	Tenure	Principal Occupation	Boards	Management	Compensation	Responsibility	Development	Meetings)
BRENT CALLINICOS	55	2014 7	Former Chief Operating and	1
			Chief Financial Officer, Virgin
			Hyperloop One; Former				n		100
			Chief Financial Officer, Uber
			Technologies, Inc.
GEORGE CHEEKS	56	2021 < 1	President and Chief Executive	0			n		N/A
			Officer, CBS Entertainment Group
EMANUEL CHIRICO	63	2005 16	Chairman, PVH Corp.	2					100
JOSEPH B. FULLER	64	1991 30	Professor of Management	0
			Practice in Business
			Administration, Harvard					n	100
			Business School; Visiting
			Fellow, American Enterprise
			Institute; Founder, Joseph
			Fuller LLC
STEFAN LARSSON	46	2021 < 1	Chief Executive Officer,	0					N/A
			PVH Corp.
V. JAMES MARINO	70	2007 14	Retired Chief Executive Officer,	0	n				100
			Alberto-Culver Company
G. PENNY McINTYRE	59	2015 6	Former Chief Executive Officer,	0			n		100
			Sunrise Senior Living, LLC
AMY McPHERSON	59	2017 4	Principal investor and	1
			consultant to a children-
			focused media business;		n			n	100
			Retired President and Former
			Managing Director, Europe,
			Marriott International, Inc.
HENRY NASELLA	74	2003 18	Presiding Director, PVH Corp.;	0		n		n	100
			Partner and Co-Founder, LNK Partners
ALLISON PETERSON	46	2021 < 1	Chief Customer Officer, Best	0		n			100
			Buy Co., Inc.
EDWARD R. ROSENFELD	45	2014 7	Chief Executive Officer,	1	n				100
			Steven Madden, Ltd.
AMANDA SOURRY (Judith Amanda Sourry Knox)	57	2016 4	Former President, Unilever	1		n		n	100
			North America
Number of meetings in 2020 (The Board held 10 meetings)					9	14	5	7

n Committee Chair

2   |   PVH CORP. 2021 PROXY STATEMENT

 

		Director Since (Years Tenure)		Committee Memberships				Other Public Company Boards
Name	Age		Principal Occupation	AC	CC	CR	NC
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.	✓C				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				✓C	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			✓C		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		✓C		✓	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

Key:	AC	Audit & Risk Management Committee	NC	Nominating, Governance & Management Development Committee
	CC	Compensation Committee	C	Committee Chair
	CR	Corporate Responsibility Committee

Director Diversity

 

PROXY SUMMARY DIRECTOR DIVERSITY

  

DIRECTOR DIVERSITY¹

 

1

2

Director nominees only.

 

Director Skills

DIRECTOR SKILLS 

 

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

 

 

  

Business Highlights for 2018

PVH demonstrated the power of its diversified business model throughout 2018. We leveraged our portfolio of iconic brands, our strong global platforms and our multi-channel distribution model to grow revenues and earnings. Through the passion and dedication of our associates and our collective focus on continual evolution, our results exceeded our initial expectations despite weaker than expected results at Calvin Klein, the challenging retail landscape (including several retail bankruptcies), geopolitical pressures and a weakening macro-economic picture. That we were able to exceed our financial plans against this backdrop demonstrates the “Power of PVH” – the incredible makeup of our organization that encompasses our iconic brands, our talented teams and the wide range of our global growth opportunities.CORP. 2021 PROXY STATEMENT   |   3

For 2018:

*

Revenues were a record $9.7 billion, an increase of 8% over 2017.

*

GAAP earnings per share was $9.65, compared to $6.84 in 2017.

*

Non-GAAP earnings per share was $9.60,* compared to $7.94* in 2017.

* Reconciliations to GAAP amounts appear inExhibit A.

  

3

Proxy Summary 2020 Business Highlights 

2020 BUSINESS HIGHLIGHTS 

2020 will be remembered as one of the most challenging years in history from a geopolitical, economic and public health perspective due to the COVID-19 pandemic. Our teams not only came together to navigate the crisis successfully, we also positioned PVH to emerge stronger.

First, we prioritized the health and well-being of our associates, consumers, business partners and the communities where we operate. 

 

We have outperformedthen took immediate actions to address the changes in our business needs. We supercharged our digital business, which led to our strongest-ever digital sales growth, while driving a significant improvement in the channel profitability. We also focused on rightsizing our cost base and tightly managed our discretionary spending to protect PVH against the impact on profitability resulting from store closures and sales pressure around the world.

Another top priority was maintaining the strength and flexibility of our balance sheet. We prudently managed inventories to generate and protect our financial flexibility, and we proactively raised capital.

We also initiated measures to drive an accelerated recovery, which remains the current focus throughout our business and operations.

As important as managing our business through 2020, it was critical for us to continue to make progress towards our Forward Fashion targets. We helped create and endorsed the International Labour Organization’s (“ILO”) Call to Action to protect garment workers during the pandemic, sourced personal protective equipment (“PPE”) and donated basic apparel for front line healthcare workers and more than $2 million toward COVID-19 relief efforts. In addition, our sustainability and circularity efforts saw great progress. We also made very important progress around our inclusion and diversity efforts.

The following shows our performance against our peer group for the one-, two- and three-year periods ended 20182020 based on revenue growth, earnings before interest, taxes, depreciation and earnings per share (on a non-GAAP basis as reported by us)amortization (“EBITDA”), and other than the one-year period,overall ranking, as well as based on total stockholder return (“TSR”) for the three-year period. It also shows our outperformance against our peers for the nine-month period corresponding to the performance period for our 2020 bonuses. 

1	Included because performance period for 2020 bonus awards was the nine-month period.

2	Earnings before interest, taxes, depreciation and amoritization amounts used are on a non-GAAP basis.

3	Total Stockholder Return vs. S&P 500 is based on the S&P companies as of March 8, 2021, which differs from the S&P 500 companies used to determine the performance share unit achievement against goals for the performance period ended on April 22, 2021 (see page 53 for additional details).

4	Overall percentile ranking excludes Total Stockholder Return vs S&P 500.

4   |   PVH CORP. 2021 PROXY STATEMENT

 

PROXY SUMMARY EXECUTIVE COMPENSATION HIGHLIGHTS 

 

Executive Compensation Highlights(page 46)EXECUTIVE COMPENSATION HIGHLIGHTS (PAGE 35) 

 

Our compensation program is a pay-for-performance model based upon the philosophy thatmodel. 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. The severe impacts of the COVID-19 pandemic required us to refocus our priorities. Instead, we focused the compensation program on ensuring our financial stability and liquidity; protecting our business, including through accelerating the growth of our digital commerce businesses, exiting non-core and low profitability businesses, and positioning ourselves for growth as we emerge from the pandemic; and preserving stockholder value. 

 

The compensation actions we took in 2020 included: 

 

◾

temporary salary reductions for approximately 250 senior executives and leaders;

◾

furloughs in North America and Australia that lasted up to six months;

◾

reduced work hours (and proportionate pay) in North America that were in place for some associates for up to nine months;

◾

salary reductions for virtually all associates in North America and Asia who were not furloughed or put on reduced hour schedules;

◾

applying for governmental salary subsidies; and

◾

workforce reductions in all regions.

The actions and decisions we took and made in 2020 pertaining to the compensation of our Chief Executive Officer and other executive officers whose compensation appears in this Proxy Statement included:

◾

our Chief Executive Officer was not paid any salary from mid-April through mid-July;

◾

each of our other executive officers had a base salary reduction of 25-35% for three months;

◾

there were no salary increases (other than the executive who was promoted to an executive officer position in 2020);

◾

annual bonus payout opportunities at each level of performance were set 50% lower than provided in each executive’s standard compensation package; and

◾

stock awards were granted in two tranches.

The foregoing changes did not change our overall approach to compensating these executives. The bulk of their compensation packages continued to consist of short-term and long-term incentive awards that paid out only if we achieved specific financial and strategic targets, and equity awards (restricted stock units (“RSUs”), stock options and performance stock units (“PSUs”)), continued to be linked to increases in stock value over time.

Compensation Mix 

 

 

1	Excludes Tapestry, Inc. CEO because the specific pay mix not disclosed.

PVH CORP. 2021 PROXY STATEMENT   |   5

 

4

 

Compensation changes from fiscal 2017 to fiscal 2018PROXY SUMMARY GOVERNANCE HIGHLIGHTS

 

	Base Salary	Bonus	Restricted Stock Units1	Stock Options	Performance Share Units
Emanuel Chirico	Increased $150,000 to $1,500,000	Threshold bonus opportunity increased to 100% of base salary from 75%; target bonus opportunity increased to 200% from 150%; maximum bonus opportunity increased to 400% from 300%	Increased to $3,000,000 grant date value from $1,850,000	Decreased to $2,000,000 target grant date value from $2,775,000	Unchanged
Michael Shaffer	Increased $25,000 to $925,000	Unchanged	Increased to $800,000 grant date value from $750,000	Increased to $800,000 target grant date value from $750,000	Unchanged
Francis K. Duane2	Increased $25,000 to $1,150,000	Unchanged	Increased to $3,300,000 grant date value from $550,000	None granted; previously received $550,000	Unchanged
Daniel Grieder	Increased ₣25,000 to ₣1,000,0003	Unchanged	Unchanged4	Unchanged	Unchanged
Steven Shiffman	Increased $25,000 to $975,000	Unchanged	Unchanged	Unchanged	Unchanged

 

¹RSUs awards made prior to 2018 to Messrs. Chirico, Shaffer, Duane and Shiffman, who are based in the U.S., were subject to a condition intended to satisfy the requirement for deductibility under Section 162(m) of the U.S. Internal Revenue Code (the “Code”). No similar condition was included on the 2018 awards, as the changes to the Code under the Tax Cuts and Jobs Act of 2017 eliminated the deduction.

²We entered into a new employment agreement with Mr. Duane in March 2018 under which his salary and the terms of his bonus and equity awards are fixed. The agreement sets forth the equity awards to be granted to Mr. Duane during the three-year term, including a one-time award of RSUs in lieu of the annual grant of RSUs and stock options. The grant date target value ($3.3 million) was equal to three times the aggregate target grant date value of his annual award of RSUs ($550,000) and stock options ($550,000) in 2017.See discussion on page36.

³Mr. Grieder’s base salary is tied to Swiss francs because he is a resident of Switzerland. See discussion on page30.

⁴Mr. Grieder had received an incremental increase to his annual award of RSUs in 2017 to reflect outperformance in 2016. The incremental award was not repeated in 2018.

5

Governance HighlightsGOVERNANCE HIGHLIGHTS (PAGE 16) 

 

PVH is committed to excellence in corporate governance and corporate responsibility, as evidenced by the policies and practices summarized below.

 

INDEPENDENCEIndependence 

ü◾

All non-employee directors are independent

ü◾

Independent directors meet regularly in executive session

ü◾

All members of the Board’s standing committees are independent

 

ACCOUNTABILITYAccountability 

ü◾

Directors are elected annually by a majority vote (in uncontested elections)

ü◾

We have held an annual stockholder advisory vote to approve named executive officer compensation since 2012

ü◾

Incentive compensation for executives is subject to our Clawback Policy

 

ALIGNMENT WITH STOCKHOLDER INTERESTSAlignment with Stockholder Interests 

ü◾

Our executive compensation program emphasizes pay for performance

ü◾

We have establishedExecutive officers and directors are subject to robust stock ownership guidelines for executive officers and directors

ü◾

Directors and officers are prohibited from hedging and pledging our common stock

  

BOARD PRACTICESBoard Practices 

ü◾

We have an independent presiding director

ü◾

Our Corporate Governance Guidelines are publicly available and reviewed annually

ü◾

We have a rigorous annual Board, committee and individual director self-evaluation process

ü◾

We have a formal ongoing succession planning processes—bothprocess in place for the Board

Governance

◾

We promote our values of individuality, partnership, passion, integrity and for the CEO and other members of senior managementaccountability

  

CORPORATE RESPONSIBILITY AND GOVERNANCE

ü◾

We are committed to the development of our associates and recognize that they are our greatest asset and key to our continued success

◾

We continuously review governance practices and consider adoption of best practice principles

◾

We embrace clear, understandable and detailed financial reporting and corporate disclosure

◾

Our Code of Business Conduct and Ethics, our Code of Ethics for Chief Executive Officer and Senior Financial Officers, and the charters for all of our Board committees are available on our website

◾

Our By-Laws include proxy access provisions that are in line with market standards

Corporate Responsibility

◾

We are committed to driving “fashion forward—fashion forward — for good”, and provide substantial information about our corporate responsibility practices and policies on our website and in our annual Corporate Responsibility Report

ü◾

We first adopted ourA Shared Commitment code of conduct for suppliers and business partners in 1991 and have since expanded its scope and evolved its goals to improve the lives of the over one million people across our value chain and to improve the communities and preserve the environment in the places we live and work

ü

We promote our values of individuality, partnership, passion, integrity and accountability

ü

We are committed to the development of our associates and recognize that they are our greatest asset and key to our continued success

ü

We continuously review governance practices and consider adoption of best practice principles

ü

We embrace clear, understandable and detailed financial reporting and corporate disclosure

ü

Our Code of Business Conduct and Ethics, our Code of Ethics for Chief Executive Officer and Senior Financial Officers, and the charters for all of our Board committees are available on our website

  

6   |   PVH CORP. 2021 PROXY STATEMENT

 

6

Proxy Summary GOVERNANCE HIGHLIGHTS

2020 Governance Actions 

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

◾

We named two new independent directors to the Board as part of the Board refreshment program, bringing the total of new independent directors to four in four years, all of whom are women or diverse

◾

We successfully completed a planned CEO succession process, which included the hiring in 2019 of a potential successor to our CEO (who had been promoted to the role in 2006) with the announcement in September 2020 that the successor would be promoted to CEO at the start of 2021

◾

The Board and its Committees held numerous additional meetings throughout the beginning of the pandemic to monitor the impact the pandemic was having on the company, our financial condition and stakeholders and helped guide and approved actions to ensure our exit from the pandemic in a secure financial position and prepared for our next growth chapter

◾

Our independent directors agreed to forego approximately 50% of their cash retainer and committee fees

◾

We hired our first Chief Diversity Officer

◾

We delivered more than 6 million units of PPE products and, through our philanthropic arm, The PVH Foundation, donated over $2 million toward COVID-19 relief efforts

◾

We worked to create and endorse the ILO’s Call to Action to protect garment workers during the pandemic and establish long-term sustainable systems of social protection

◾

We launched the global Be BRAAVE initiative, encouraging associates to Listen, Learn and Act to promote equality and racial justice, which included a giving campaign with company match, resulting in a total donation of $220K

◾

We covered all associate-borne costs of medical benefits (where applicable) during the periods our stores were closed, salaries were reduced, and associates were on furlough

◾

PVH, Calvin Klein and Tommy Hilfiger became founding signatories of the Black in Fashion Council Pledge to support advancement of Black individuals in fashion and beauty companies

PVH CORP. 2021 PROXY STATEMENT   |   7

 

Proposal1: ELECTION OF DIRECTORSPROPOSAL 1

Election of Directors

 

OurThe PVH Board of Directors has 12 members, allcurrently consists of whom14 directors. Two of the long-standing directors are nominees for election atretiring effective the 2019date of the Annual Meeting and have not been nominated for re-election. The Board is decreasing its size as a result of Stockholders.the retirements and has established 12 as the number of directors constituting the entire Board as of the completion of the election. All nominees elected as directors at the annual meetingAnnual Meeting will serve for a term of one year or until their successors are elected and qualified. The Board of Directors is not currently aware of any reason why any nominee might be unable to serve.

 

The Board of Directors recommends a vote FOR the election of the 12 nominees named below. Proxies received in response to this solicitation will be voted FOR the election of the nominees unless the stockholder specifies otherwise.

 

Mary Baglivo

Chief Executive Officer, /The Baglivo Group

Age: 61

Director since: 2007

Corporate Responsibility Committee

Professional 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 at 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.

Relevant 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 of Uber Technologies, Inc.

Age: 53

Director since: 2014

Corporate Responsibility Committee

Professional 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) from 2012 to 2013 and Vice President and Treasurer of Google for five years before that.

Relevant 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,8  |  PVH Corp.

Age: 61

Director since: 2005CORP. 2021 PROXY STATEMENT

 

7

 

Professional 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.ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

 

Relevant 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)

Juan R. Figuereo

Venture Partner, Ocean Azul Partners; Former Executive Vice President and Chief Financial Officer, Revlon, Inc.

Age: 63

Director since: 2011

Audit & Risk Management Committee (Chair)

Professional 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 2015⁵; 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.

Relevant 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.

Joseph B. Fuller

Professor of Management Practice in Business Administration, Harvard Business School

Age: 62

Director since: 1991

Nominating, Governance & Management Development Committee (Chair)

Professional 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 2013.⁶ Mr. Fuller is a Visiting Fellow at the American Enterprise Institute and founded Joseph Fuller LLC, a business consulting firm, in 2013.

Relevant 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.NOMINEES FOR ELECTION

 

Brent Callinicos

5

On September 15, 2014, NII Holdings, Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc. filed for bankruptcy protection in New York, New York.

INDEPENDENT AGE: 55 DIRECTOR SINCE 2014 COMMITTEE: Corporate Responsibility Committee

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.
	6
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)

George Cheeks

President and Chief Executive Officer of CBS Entertainment Group

INDEPENDENT AGE: 56 DIRECTOR SINCE 2021 COMMITTEE: Corporate Responsibility Committee

EXPERIENCE Mr. Cheeks has served as President and CEO of CBS Entertainment Group (a news, entertainment and sports media company and studio) since March 2020. Mr. Cheeks previously served as Vice Chairman of NBCUniversal Content Studios from 2019 to 2020. Prior to that, he held other various leadership roles of increasing responsibility at NBCUniversal, including as Co-Chairman of NBC Entertainment from 2018 to 2019, Co-President of Universal Cable Productions and President of Late Night Programming at NBC Entertainment 2017 to 2018, President of Business Operations and Late Night Programming at NBC Entertainment from 2014 to 2017 and Executive Vice President of Business Operations from 2012 to 2014.
EXPERTISE Through his more than 25 years of experience in the media and entertainment industry, Mr. Cheeks has demonstrated a deep understanding of how an iconic brand grows with its audience in the context of changing distribution, culture, lifestyles and preferences. He previously served in several senior executive positions that spanned creative, business and operational roles.		OTHER PUBLIC COMPANY BOARDS
		None

PVH CORP. 2021 PROXY STATEMENT  |  9

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

Emanuel Chirico

Chairman and Former Chief Executive Officer, PVH Corp.

AGE: 63 DIRECTOR SINCE 2005

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

Joseph B. Fuller

Professor of Management Practice in Business Administration, Harvard Business School

INDEPENDENT AGE: 64 DIRECTOR SINCE 1991 COMMITTEE: Nominating, Governance & Management Development Committee (Chair)

EXPERIENCE Mr. Fuller joined the faculty at Harvard Business School in 2012, 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 20131. Mr. Fuller is a Visiting Fellow at the American Enterprise Institute and founded Joseph Fuller LLC (a business consulting firm) in 2013.
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

1

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

 

8

V. James Marino

Retired Chief Executive Officer, Alberto-Culver Company

Age: 68

Director since: 2007

Audit & Risk Management Committee

Professional 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.

Relevant 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), and Alberto-Culver Company (2006 to 2011).

G. Penny McIntyre

Former Chief Executive Officer, Sunrise Senior Living, LLC

Age: 57

Director since: 2015

Corporate Responsibility Committee (Chair)

Professional 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.

Relevant 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.

Amy McPherson

Principal investor and consultant; Retired President and Managing Director, Europe, Marriott International, Inc.

Age: 57

Director since: 2017

Audit & Risk Management Committee

Professional 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.

Relevant 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.|  PVH CORP. 2021 PROXY STATEMENT

 

9

 

Henry NasellaELECTION OF DIRECTORS  NOMINEES FOR ELECTION

Partner and Co-Founder, LNK Partners

Stefan Larsson

Chief Executive Officer, PVH Corp.

AGE: 46 DIRECTOR SINCE 2021

EXPERIENCE Stefan Larsson was appointed as PVH Corp.’s Chief Executive Officer effective February 1, 2021. He served as the President of PVH from June 2019 through January 2021. Prior to joining PVH, he was President and Chief Executive Officer and a director of Ralph Lauren Corporation from November 2015 to May 2017. Prior to joining Ralph Lauren, he was the Global President of Old Navy, Inc., a division of The Gap, Inc., from October 2012 to October 2015. Preceding that, for nearly 15 years, Mr Larsson held multiple key leadership roles on the team responsible for growing H&M, with revenue increasing from approximately $3 billion to approximately $17 billion and operations expanding from 12 to 44 countries.
EXPERTISE Mr. Larsson has a record of proven leadership and global experience in driving transformation and brand building in an increasingly dynamic and ever-changing consumer landscape. He is highly regarded for his strategic focus and his operational track record. As PVH’s Chief Executive Officer, he provides insight to the Board on PVH’s business, management team, management’s accelerated recovery plan for exiting the COVID-19 pandemic, and his vision for PVH’s next chapter of growth.		OTHER PUBLIC COMPANY BOARDS
		◾	Ralph Lauren Corporation (2015 to 2017)
		◾	The RealReal, Inc. (2019 to 2020)

V. James Marino

Retired Chief Executive Officer, Alberto-Culver Company

INDEPENDENT AGE: 70 DIRECTOR SINCE 2007 COMMITTEE: Audit & Risk Management Committee

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 2006, and President of Alberto Personal Care Worldwide, a division of Alberto-Culver Company, from 2002 to 2004.
EXPERTISE Mr. Marino has significant senior executive leadership experience in the consumer products industry. During his tenure at Alberto-Culver, he developed expertise on both a domestic and an international basis in areas including corporate strategy development and execution, brand building and multichannel distribution. He also has in-depth knowledge of public company reporting. In addition, his work on the boards of directors of OfficeMax and Office Depot has provided him with perspective on the retail landscape, consumer goods, and governance of public companies.		OTHER PUBLIC COMPANY BOARDS
		◾	Alberto-Culver Company (2006 to 2011)
		◾	OfficeMax Incorporated (from 2011 to 2013, when OfficeMax merged into Office Depot)
		◾	Office Depot, Inc. (2013 to 2020)

Age: 72PVH CORP. 2021 PROXY STATEMENT  |  11

Director since: 2003

Presiding director since: 2007ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

Compensation Committee (Chair); Nominating, Governance & Management Development

G. Penny McIntyre

Former Chief Executive Officer, Sunrise Senior Living, LLC

INDEPENDENT AGE: 59 DIRECTOR SINCE 2015 COMMITTEE: Corporate Responsibility Committee (Chair)

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), after holding a series of marketing positions of escalating responsibility, including Group Marketing Director, Europe, Asia and Middle East.
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

Amy McPherson

Principal investor and consultant; Retired President and Former Managing Director, Europe, Marriott International, Inc.

INDEPENDENT AGE: 59 DIRECTOR SINCE 2017 COMMITTEES: Audit & Risk Management Committee Nominating, Governance & Management Development Committee

EXPERIENCE Ms. McPherson retired as President and Managing Director, Europe at Marriott (a global lodging company) in 2019 and has taken 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.
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
		◾	Royal Caribbean Cruises Ltd. (since 2020)

12  |  PVH CORP. 2021 PROXY STATEMENT

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

Henry Nasella

Partner and Co-Founder, LNK Partners

INDEPENDENT AGE: 74 DIRECTOR SINCE 2003 PRESIDING DIRECTOR SINCE 2007 COMMITTEES: Compensation Committee Nominating, Governance & Management Development Committee

EXPERIENCE Mr. Nasella has been a partner at LNK Partners (a private equity investment firm) since he co-founded the firm in 2005. Earlier in his career, Mr. Nasella was a Venture Partner at Apax Partners, where he was a senior member of the U.S. Consumer and Retail Group. Before Apax, Mr. Nasella led the successful buyout of Star Markets (a regional supermarket chain), and served as Chairman and CEO of the company until it was sold to Sainsbury Plc. He was the first President of Staples, where he built the company from a startup into a global leader in office supply retailing.
EXPERTISE Mr. Nasella has significant management experience gained in senior executive positions in publicly traded retail companies and as a partner in private equity firms. In addition, Mr. Nasella has extensive experience serving on boards of directors and board committees of several retail companies.		OTHER PUBLIC COMPANY BOARDS
		◾	Staples, Inc. (1988 to 1993)
		◾	Panera Bread Co. (1995 to 2001)
		◾	Denny’s Corp. (2004 to 2008)

Allison Peterson

Chief Customer Officer at Best Buy Co., Inc.

INDEPENDENT AGE: 46 DIRECTOR SINCE 2021 COMMITTEE: Compensation Committee

EXPERIENCE Ms. Peterson has served as Executive Vice President, Chief Customer Officer at Best Buy (a leading provider of technology products, services and solutions) since May 2020. Ms. Peterson previously served in multiple leadership roles of increasing responsibility at Best Buy from 2004 to 2020, including as Chief Customer and Marketing Officer from 2019 to 2020; President, E-Commerce from 2017 to 2018; and Vice President, Category Marketing from 2015 to 2017. Earlier in her career, Ms. Peterson worked in merchandising and demand planning at Target Corporation.
EXPERTISE Ms. Peterson has extensive experience in strategic planning, marketing strategy and execution, digital marketing, multi-channel retailing, financial analysis, cross functional teaming, negotiating and building vendor relations, assortment planning and buying. She has played an instrumental role in building out the digital presence of a major retailer to align with new consumer behaviors. She also has a proven track record of delivering strong consumer engagement fueled by strategic marketing, cross-channel experiences and brand positioning.		OTHER PUBLIC COMPANY BOARDS None

PVH CORP. 2021 PROXY STATEMENT  |  13

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

Edward R. Rosenfeld

Chief Executive Officer, Steven Madden, Ltd.

INDEPENDENT AGE: 45 DIRECTOR SINCE 2014 COMMITTEE: Audit & Risk Management Committee (Chair since April 2020)

EXPERIENCE   Professional 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. Relevant 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), and Dennys Corp. (2004 to 2008). Edward R. Rosenfeld Chief Executive Officer, Steven Madden, Ltd. Age: 43 Director since: 2014 Audit & Risk Management Committee Professional 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.
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)

Amanda Sourry

Former President, Unilever North America

INDEPENDENT AGE: 57 DIRECTOR SINCE 2016 COMMITTEES: Compensation Committee (Chair) Nominating, Governance & Management Development Committee

EXPERIENCE Ms. Sourry served as President, Unilever North America (a personal care, foods, refreshment, and home care consumer products company) from 2018 to 2020. She also held the title Head of Global Customer Development, Unilever, from 2018 to 2019. Ms. Sourry 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
EXPERTISE Ms. Sourry has extensive global marketing and business experience in consumer product goods, as well as customer development, including overseeing Unilever’s digital efforts. She has held roles in the U.S. and throughout Europe and served in global product positions. Ms. Sourry was actively involved in Unilever’s global diversity, gender balance and sustainable living initiatives.		OTHER PUBLIC COMPANY BOARDS
		◾	The Kroger Co. (since 2021)

14  |  PVH CORP. 2021 PROXY STATEMENT

ELECTION OF DIRECTORS  RETIRING DIRECTORS

RETIRING DIRECTORS

For over a decade, we have benefited from the tremendous contributions of Mary Baglivo and Craig Rydin. Ms. Baglivo has extensive expertise in marketing, advertising and strategic planning, roles before becoming Chief Executive Officeras well as in 2008. Before joining Steven Madden, hebuilding high-performing brands. The experience she brought from working with global clients in consumer package goods, retail and other industries was an investment banker in a mergers and acquisitions practice focusedinvaluable to management, as was her passion for her work on the retail and apparel industries.

Relevant expertise:Corporate Responsibility Committee. Mr. Rosenfeld bringsRydin brought with him his over 2030 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

Age: 67

Director since: 2006

Compensation Committee; Nominating, Governance & Management Development Committee

Professional 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.

Relevant 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 servingindustries, as well as deep knowledge of board service, having been a long-time director on the audit and compensation committees of several public and private company boards of directors. His extensive experience in executive compensation stemming from his service chairing the compensation committee of another company, ensured rigor was brought to the work performed by the PVH Board’s Compensation Committee. We are extremely appreciative for their long and dedicated service to PVH.

 

Mary Baglivo

Chief Executive Officer, /The Baglivo Group

Other public company boards: Booking Holdings Inc. (since 2005), and Yankee Holding Corp. (2001 to 2013).

INDEPENDENT AGE: 63 DIRECTOR SINCE 2007 COMMITTEE: Corporate Responsibility Committee

EXPERIENCE Ms. Baglivo founded /The Baglivo Group (a brand strategy advisory consultancy) in July 2018. From October 2017 through December 2018, she was Vice Chancellor of Communications and Marketing at Rutgers University. Prior to that, she was Chief Marketing Officer/VP Global Marketing at Northwestern University from October 2013 to October 2017. Ms. Baglivo had an extensive career in major marketing and communications companies, including serving for six years as Chairman & Chief Executive Officer, The Americas, and three years before that as Chief Executive Officer, New York, at Saatchi & Saatchi Worldwide.
		OTHER PUBLIC COMPANY BOARDS
		◾	Host Hotels & Resorts, L.P (since 2013)
		◾	Ruth’s Hospitality Group, Inc. (since 2017)

Craig Rydin

Operating Partner, LNK Partners

INDEPENDENT AGE: 69 DIRECTOR SINCE 2006 COMMITTEE: Compensation Committee

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.
		OTHER PUBLIC COMPANY BOARDS
		◾	Booking Holdings Inc (2005 to 2019)
		◾	Yankee Holding Corp. (2001 to 2013)

PVH CORP. 2021 PROXY STATEMENT  |  15

 

10

 

Amanda Sourry

President, Unilever North America

Age: 55

Director since: 2016

Compensation Committee; Nominating, Governance & Management Development Committee

Professional 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.

Relevant 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.CORPORATE GOVERNANCE  INDEPENDENCE

 

Corporate Governance

 

IndependenceINDEPENDENCE

 

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

 

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

 

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

 

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

 

Leadership Structure of the BoardLEADERSHIP STRUCTURE OF THE BOARD

 

OurMr. Chirico, our former Chief Executive Officer, currently serves as Chairman of the Board of Directors. The Board believes that no single leadership model is necessarily best for PVH and that the decision whether to combine or separate the offices of Chief Executive Officer and Chairmanhave an independent Chair should depend on the circumstances. Right now, the Board believes that combining these two roleshaving Mr. Chirico continue to lead the Board after stepping down as Chief Executive Officer is the most effective leadership structure for us. Mr. Chirico’s combined role has promoted unified leadership and direction for the Board as it brings on new directors and executive management, and has allowed for a single, clear focus fortransitions to Mr. Larsson’s leadership of the chain of command to execute our strategic initiatives and business plans.company. Mr. Chirico’s extensive knowledge of and tenure at PVH makes him uniquely qualified for this leadershipthe Chair role.

 

Our Corporate Governance Guidelines provide that, if the Chief Executive Officer (or other associate) serves as Chairman,Chair, or the Chair otherwise is not independent, 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:

 

11◾

·

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

·◾

serving SERVING as the non-management directors’ liaison between both the ChairmanChair and the non-management directors;Chief Executive Officer;

·◾

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

·◾

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

·◾

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

·◾

reviewing REVIEWING and approving meeting agendas;

·◾

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

·◾

calling CALLING meetings of the independent directors, if appropriate; and

·◾

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

16  |  PVH CORP. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE  RISK OVERSIGHT

 

In addition to creating a strong, independent, clearly-definedclearly defined presiding director role, the Board has adopted a number of governance practices to ensure effective independent oversight. The members of all key Board committees must meet the independence requirements prescribed by the NYSE. The Board holds executive sessions of the independent directors at the end of every Board meeting, as well as at other times the independent directors choose.

 

Risk Oversight

The Board of Directors oversees the management of risks related to the operation of our business. As part of its oversight, the Board receives periodic reports from members of senior management on various aspects of risk, including our enterprise risk management program, business continuity planning and cybersecurity. Each Board committee oversees the management of risks that fall within its area of responsibility. 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:RISK OVERSIGHT

 

	·
	The Board of Directors oversees the management of risks related to the operation of our business. As part of its oversight, the Board receives periodic reports from members of senior management on various aspects of risk, including our enterprise risk management program, business continuity planning and cybersecurity. Each Board committee oversees the management of risks that fall within its area of responsibility. 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 Board and each of its committees has met with, received reports from, and worked together with management as we navigate our company and businesses through the impacts of the COVID-19 pandemic on us and our stakeholders, and seek to mitigate these impacts through business, operational, financial and human capital management initiatives.
	THE 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 quarterly reports on the status of our network security framework, the status of information security initiatives and any new security incidents risks, and strategies implemented to address them;
◾	receives reports at its in-personall meetings (other than the quarterly calls to review earnings releases and periodic reports) on our cybersecurity and data privacy efforts, including an annual in-depth review of strategy and initiatives for the coming year, presented by our Senior Vice President, Information Security;Security Services (“ISS”) or Chief Information Officer;

◾

·

receives reports on risks and developments relating to our IT systems upgrades, financial reporting, security issues, insurance, legal matters, compliance training and reporting, and other areas of risk and risk management; and

◾

·

meets privately on a regular basis with representatives of our independent auditors to discuss our auditing and accounting processes and management.

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:

	· 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 44.

The Compensation Committee also has performed an extensive analysis of incentive compensation arrangements throughout the company to ensure they do not create excessive or unwanted risk.
For more information, see “Risk Considerations in Compensation Programs,” which begins on page 59.
	12 THE NOMINATING, GOVERNANCE & MANAGEMENT DEVELOPMENT COMMITTEE	oversees risks related to governance issues. As part of this role, the Nominating, Governance & Management Development Committee:

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:PVH CORP. 2021 PROXY STATEMENT  |  17

CORPORATE GOVERNANCE  RISK OVERSIGHT

 

	· 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 Complianceglobal Corporate Responsibility compliance teams, mainly with respect to the operations of suppliers and factories in our supply chain;
		▪	monitors our response to climate and environmental risk, including cross-sector collaboration on global solutions and relevant policies, and evolving business practices, such as reducing waste, prioritizing climate-friendly raw materials and investing in renewable energy; and

▪	·	monitors and advises on significant corporate responsibility related events and activities inimpacting the industry, generally, such as our participationresponse to the COVID-19 pandemic, including donations towards global relief efforts, and our work to help create and endorse the ILO’s Call to Action to protect garment workers and establish long-term systems of social protection.
	CYBERSECURITY AND DATA PRIVACY	are priority matters for the Board of Directors. Our principle objectives are to protect our information technology equipment, networks, systems and data (associate, consumer, customer and other business partners) globally.
		In support of these objectives, ISS, a global function, has designed a strategy using the National Institute of Standards & Technology (“NIST”) Cybersecurity Framework to mitigate cybersecurity risks that result in the Accord on Fireunauthorized access and Building Safety in Bangladesh, disruption of systems, and the unauthorized access and manipulation of data. In addition, we have established an Information Steering Committee to address various information security risks through strategies, initiatives and standards. Our Senior Vice President of ISS, who reports to our Chief Information Officer, is responsible for implementing the NIST Cybersecurity Framework. ISS has implemented security standards, network system security tools, associate training programs and security breach procedures. To measure the effectiveness of these, we perform:
		▪	phishing exercises;
		▪	table top breach exercises; and
		▪	penetration tests.
		To measure and assess compliance, we are subject to:
		▪	an annual Personal Customer Information (“PCI”) assessment; and
		▪	a binding commitment of over 200 brand owners and retailers to remediate safety issues in garment factories in Bangladesh in the wakebi-annual assessment of the Rana Plaza disaster.maturity of our NIST Cybersecurity Framework conducted by a qualified independent third party.
		In addition, our Internal Audit Department evaluates our information security program and ISS function via various information security and cybersecurity audits that are performed throughout the year, as well as through Sarbanes-Oxley Section 404 testing.

 

18  |  PVH CORP. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE  BOARD, COMMITTEE AND DIRECTOR EVALUATIONS

Board, Committee and Director EvaluationsBOARD, 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—evaluations — and discussingdiscussions about the results of those evaluations—evaluations — are an important part ofintegral to this process. The Nominating, Governance & Management Development Committee oversees the annual Board evaluation process.

 

Questionnaires designed and distributed. The Nominating, Governance & Management Development Committee uses comprehensive questionnaires covering the Board and each committee, as well as individual director self-assessments. The Board questionnaire includes rated and open-ended questions about the individual performance of each director (in regard to commitment, participation, preparedness, and contributions) and the willingness of directors to act independently and to constructively challenge management on strategy, decisions, and performance. The Board and committee questionnaires also contain questions relevant to management on topics 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. The form and content of all our questionnaires are reviewed annually and revised as necessary. 

 

Responses collected. All directors are required to complete these questionnaires and the self-assessment. The questionnaires for each committee also are also completed by executives and outside advisors who regularly attend the relevant committee’s meetings. In addition, members of management provide separate feedback on the Board and individual director performance.

Results reviewed. The results of all questionnaires and self-assessments, along with management’s feedback, are initially reviewed by the Nominating, Governance & Management Development Committee to determine the key issues to be presented to the full Board and the manner of presentation, as well as any issues to be addressed with individual directors. The aggregated results for the Board, along with comments (without attribution), are provided to the full Board, and the input regarding individual committees is provided to relevant committee members, in each case to facilitate discussion at subsequent meetings. 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 and to develop and implement plans for improvement. Similarly, the members of each committee consider their survey results and comments at a regular meeting.PVH CORP. 2021 PROXY STATEMENT  |  19

 

13

 

Feedback delivered. The presiding director or the Chair of the Nominating, Governance & Management Development Committee will speak to individual directors about personal performance issues raised, and provide suggestions for improving performance or addressing particular needs. The presiding director also meets individually with each of the other independent directors on an annual basis to discuss their performance based on his own observations, management feedback and discussion at meetings of the Nominating, Governance & Management Development Committee. In addition, relevant findings are communicated to management in order to improve the effectiveness of the Board and Board meetings.CORPORATE GOVERNANCE  BOARD REFRESHMENT

 

The Nominating, Governance & Management Development Committee determined in 2018 that it intends to undertake within the next year an assessment of the Board and directors in conjunction with an outside consultant. The Committee intends to undertake similar exercises periodically.

Board RefreshmentBOARD REFRESHMENT

 

Evaluating current Board composition

 

The Nominating, Governance & Management Development Committee initiatedfollows a formal, ongoing process for director succession and is actively engaged in 2016. a refreshment process for a number of reasons, including the fact that several directors are at or approaching mandatory retirement age. Our refreshment process is designed to ensure we have the full breadth and depth of experience on the Board that is needed to effectively perform the Board’s responsibilities. Our addition of five new directors in the past five years evidences the success of this process;

The refreshment process hadhas 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 exercisedeploy their qualities and skills;skills for the benefit of PVH;

·◾

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 directordirectors 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			Consumer				Regulatory/
	Company CEO, COO or CFO	Financial	Operations Leader	Products or		Digital/	Technology/	Corporate	International
	Within a Global Company	Expertise	Experience	Services		E-commerce	Cyber Risk	Governance	Experience
BRENT CALLINICOS		n	n			n	n	n	n
GEORGE CHEEKS	n		n	n
EMANUEL CHIRICO	n	n	n	n				n	n
JOSEPH B. FULLER			n					n	n
STEFAN LARSSON	n		n	n		n			n
V. JAMES MARINO		n	n	n				n	n
G. PENNY McINTYRE			n	n		n			n
AMY McPHERSON	n	n	n	n		n			n
HENRY NASELLA			n	n		n		n
ALLISON PETERSON			n	n		n	n
EDWARD R. ROSENFELD	n	n	n	n		n		n	n
AMANDA SOURRY	n		n	n		n			n

n

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

n

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

20  |  PVH CORP. 2021 PROXY STATEMENT

 

14

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 (as was the case with Ms. Peterson and Mr. Cheeks), 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 assubstantially the same way we evaluate candidates identified by the Committee.

 

Diversity

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

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 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 PVH.

Mandatory retirement

 

Directors cannot be nominated for re-election if they will be 72 on the date of the applicable annual meeting, absent a waiver by the Nominating, Governance & Management Development Committee and the full Board. The Board has 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.

 

Stockholder EngagementPVH CORP. 2021 PROXY STATEMENT  |  21

 

CORPORATE GOVERNANCE  STOCKHOLDER ENGAGEMENT

STOCKHOLDER ENGAGEMENT

We regularly engage with stockholders to understand their perspectives on our company, our business and their concerns. WeOur CEO, CFO and head of investor relations held discussions during 20182020 with almost 80%approximately 75% of our top 15 stockholders who are active managers (i.e., excluding index funds and others who do not meet with management). and who hold approximately 35% of PVH’s outstanding shares. We meet with and speak to stockholders during appearances by management at scheduled events, as well as in privateone-on-one meetings and through conference calls held throughout the year.

 

We held discussions during 2020 with approximately 75%of our top 15 stockholders who are active managers

Our discussions with stockholders cover a wide rangein 2020 often were focused on the impacts of topics, but generallythe pandemic on our conversations involvebusiness and finances and the following issues:actions we were taking to safeguard both. Additionally, our CEO transition and the strategic vision of our new CEO were often discussed. Other common issues discussed included:

 

15◾

Our long-term growth targets

 

·◾

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 andCALVIN KLEINsenior leadership team

·◾

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

·◾

Our long-term growth targetsapproach to managing the brand portfolio

·◾

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, particularly in North America

·◾

Our initiatives to grow digital commerce

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 otherour senior executives. The Compensation Committee has discussed and considered communications received from stockholders relating to our compensation program, and, in the past, the Committee ChairmanChair has responded to inquiries, where appropriate.inquiries. 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, feedbackFeedback from our stockholders typically is positive, and we generally 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 PolicyDIRECTOR 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 obtainreceive 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.

22  |  PVH CORP. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE  DIRECTOR ON-BOARDING

Director On-BoardingDIRECTOR 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 aeach 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 SeniorExecutive Vice President, Business Development andChief Strategy Officer, who leads our Investor Relations team, will discuss our capital structure, the stockholder base and investor relations; the General Counsel will discuss corporate governance, periodic reporting and stock-related matters; and the Chief Human ResourcesPeople 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 EducationONGOING DIRECTOR EDUCATION

We have created a website for directors that is part of our PVH University learning management system.platform. The site provides directors with access to information on director educational conferences and programs, our PVH Complies compliance training courses, and the extensive library of courses we offer to our associates. The 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, weMoreover, our Corporate Governance Guidelines strongly encourage directors to attend at least one external director education program per year. We provide access to educational materials and resources, including subscriptions to outside publications relevant to governance and our industry, and membership in governance organizations. We do not limit the amount of time or money that can be spent on director education, although we do evaluate the courses and conferences to make certain 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 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 20182019 to Hong Kong, ShanghaiAmsterdam, where our European headquarters is based, and TokyoDusseldorf, the headquarters for the largest business in Europe. The meetings there enabled the Board to visitmeet with key members of management in those offices, to meet the country managers of each European office, and to tour our offices and certain key retail operations there, and membersoperations. Trips of the Corporate Responsibility Committee have traveledthis nature were impossible for most of 2020, but we aspire to see factories where our goods are produced.reinstate them once travel like this becomes appropriate again.

Management Succession PlanningMANAGEMENT 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 updatedreviewed at least annually and theupdated as necessary. The Committee presents a status report on succession plans annually to the full Board. The succession-planning process includes both identifying and developing plans for promising internal candidates and, with respect to CEO succession, identifying external candidates. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises.

Political This process most recently culminated in the hiring in 2019 of Mr. Larsson in the newly created position of President. Mr. Larsson has since assumed the role of Chief Executive Officer and Lobbying Activitiesjoined the Board.

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.CORP. 2021 PROXY STATEMENT  |  23

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 onForbes’ 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.

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.

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 matters such as strategy, opportunities, business strengths and weaknesses, and competitive threats at length. 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.

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 following categories of people on the other side:

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:

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.CORPORATE GOVERNANCE  HOW TO CONTACT THE BOARD

Governing Documents

Corporate Governance Guidelines. Our Corporate Governance Guidelines address matters such as director qualifications and responsibilities, Board committees and their charters, the responsibilities of the presiding director, director independence, director access to management, director compensation, director orientation and education, evaluation of management, management development and succession planning, and annual performance evaluations for the Board. The Nominating, Governance & Management Development Committee reviews the Corporate Governance Guidelines annually and determines whether to recommend changes to the Board.

Code of Ethics for Chief Executive Officer and Senior Financial Officers.Our Code of Ethics is designed to ensure full, fair, accurate, timely and understandable disclosure in the periodic reports we file with the SEC. We intend to disclose on our website any amendments to, or waivers of, the Code of Ethics that would otherwise be reportable on a Current Report on Form 8-K. Any such disclosure will be posted within four business days following the date of the amendment or waiver.

Code of Business Conduct and Ethics.The Code of Conduct, which applies to all PVH directors, officers, and associates, addresses matters such as conflicts of interest, insider trading, confidentiality of PVH’s proprietary information, and discrimination and harassment.

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

How to Contact the BoardHOW 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.

CommitteesCOMMITTEES

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

Compensation Committee

Nominating, Governance & Management Development Committee24  |  PVH CORP. 2021 PROXY STATEMENT

CORPORATE GOVERNANCE  COMMITTEES

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