Our Business 

 

PVH is one of the world’s largest and most admired fashion companies, connecting with consumers in over 40 countries. Our global iconic brands include Calvin Klein and TOMMY HILFIGER and our Heritage Brands. Our 140-year history is built on the strength of our brands, our team and our commitment to drive fashion forward — for good.

 

We design and market branded sportswear (casual apparel), jeanswear, performance apparel, intimate apparel, underwear, swimwear, dress shirts, neckwear, handbags, accessories, footwear and other related products. Our brands are positioned to sell globally at various price points and in multiple channels of distribution. This enables us to offer products to a broad range of consumers, while minimizing competition among our brands and reducing our reliance on any one demographic group, product category, price point, distribution channel or region. We also license the use of our trademarks to third parties and joint ventures for product categories and in regions where we believe our licensees’ expertise can better serve our brands. 

 

Our directly operated businesses in North America during 2020 consisted principally of wholesale sales under our TOMMY HILFIGER and Calvin Klein trademarks, as well as the owned and licensed trademarks used in our Heritage Brands business (the “heritage brand trademarks”); the operation of digital commerce sites under the TOMMY HILFIGER and Calvin Klein trademarks and, in the United States, the operation of digital commerce sites under certain of the heritage brand trademarks; and the operation of retail stores, principally in premium outlet centers, under our TOMMY HILFIGER, Calvin Klein and certain of our heritage brand trademarks. We announced in July 2020 plans to streamline our North American operations to better align our business with the evolving retail landscape, including the exit from our Heritage Brands Retail business, which consisted of 162 directly operated stores, by mid-2021. Approximately 40 of these stores had been closed by the end of 2020. Our directly operated businesses outside of North America consisted principally of our wholesale and retail sales in Europe and the Asia-Pacific region under our TOMMY HILFIGER trademarks; our wholesale and retail sales in Europe, the Asia-Pacific region and Latin America under our Calvin Klein trademarks; and the operation of digital commerce sites in Europe, the Asia-Pacific region and Latin America, under the TOMMY HILFIGER and Calvin Klein trademarks. Our licensing activities principally related to the licensing worldwide of our TOMMY HILFIGER and Calvin Klein trademarks for a broad array of product categories and for use in numerous discrete jurisdictions. 

 

PVH CORP. 2021 PROXY STATEMENT   |   i

 

 

Notice of 2021 

Annual Meeting of Stockholders  

 

 

	The meeting will be held:
	THURSDAY, JUNE 17, 2021, 8:45 AM (EDT)
	Online via live webcast
	Registered holders at:
	www.proxydocs.com/pvh
	Beneficial holders at:
	www.proxydocs.com/brokers/pvh
PURPOSE	PROPOSAL 1: Vote on the election of 12 nominees for director to serve a one-year term
	PROPOSAL 2: Vote on an advisory resolution to approve our executive compensation
	PROPOSAL 3: Vote to ratify the appointment of auditors to serve for the current fiscal year
	We also will transact any other business that properly comes before the meeting.
HOW TO VOTE	YOUR VOTE IS IMPORTANT
	Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your
	shares in advance to ensure they are counted.

  

	BY INTERNET	BY PHONE	BY MAIL
	In advance of meeting	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
	◾	Invited guests of PVH
WHO CAN VOTE	Stockholders of record at the close of business on April 20, 2021
HOW TO ATTEND	As a result of the COVID-19 pandemic, our Annual Meeting will be a “virtual meeting,” conducted exclusively online via live webcast. We intend to return to in-person meetings in 2022.

 

The Annual Meeting live webcast will begin promptly at 8:45 a.m., EDT, on June 17, 2021. Online check-in will begin promptly at 8:30 a.m., EDT, and you should allow ample time for the online check-in procedures. Stockholders will be able to attend, vote and submit questions via the Internet by participating in the live webcast.    Holders of record can participate in the virtual meeting by using the control number shown on their Notice Regarding Availability of Proxy Materials or proxy card. If you hold your PVH shares in a bank or brokerage account, you must obtain a legal proxy and a control number from your bank, broker or other nominee.    Stockholders will be able to view the stockholder list during the 10 days prior to the Annual Meeting and may submit questions before the Annual Meeting by sending an email to CorporateSecretary@pvh.com. For additional information, please see “General Information About the Annual Meeting” on page 92.    By Order of the Board of Directors,        Mark D. Fischer  Secretary  New York, New York  May 7, 2021

 

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: 

 

◾

We successfully executed our CEO transition. Our succession plan was well-communicated in advance and was well-received by our stakeholders.

  

◾

We appointed Allison Peterson, Chief Customer Officer of Best Buy Co., Inc., and George Cheeks, President and CEO of CBS Entertainment Group, as directors of PVH. We believe that their deep experience in successfully navigating consumer disruption and effectively driving consumer connections will be beneficial for PVH and the management team, as we seek to drive an accelerated recovery post-pandemic and deliver our next chapter of growth.

  

◾

We hired our first-ever Chief Diversity Officer, expanded our Inclusion and Diversity Team, and updated our talent acquisition practices to focus on increasing representation and support for our Black associates to achieve success in leadership and across the company.

 

◾

We added key leadership talent, including a Chief Executive Officer, PVH Americas (new role); Chief People Officer (Chief Human Resources Officer retired); Chief Executive Officer, PVH Asia-Pacific (leadership change); and chief brand, marketing, design and merchandising executives at both Calvin Klein and Tommy Hilfiger (new roles or filled vacancies).

  

◾

We endorsed the International Labour Organization’s (ILO) Call to Action, which we developed with key peers and partners, to protect garment workers during the pandemic.

  

◾

We sourced personal protective equipment and donated basic apparel for frontline healthcare workers, as well as gave more than $2 million toward COVID-19 relief efforts.

  

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,

 

EMANUEL CHIRICO Chairman

STEFAN LARSSON  Chief Executive Officer

  

PVH CORP. 2021 PROXY STATEMENT   |   v

 

 

Table of Contents 

 

 

 

  

vi   |   PVH CORP. 2021 PROXY STATEMENT

  

 

Proxy 

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 3, 2020 and ended on January 31, 2021. 

 

References to “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 and Proxy Statement are first being distributed or made available, as the case may be, on or about May 7, 2021. 

 

 

 

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

   

Voting Matters and Board Recommendation 

 

Voting Matters		Board’s	For more
		recommendation	information
PROPOSAL 1	Election of Directors	FOR each	Page 8
		Director nominee
PROPOSAL 2	Advisory vote on executive compensation	FOR	Page 34
PROPOSAL 3	Ratification of Ernst & Young LLP as our independent auditor for	FOR	Page 86
	fiscal year 2021

 

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.

   

PVH CORP. 2021 PROXY STATEMENT   |   1

  

 

PROXY SUMMARY DIRECTOR ELECTION 

 

DIRECTOR ELECTION (PAGE 8) 

 

The following table introduces our current 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 directors are independent, except for Mr. 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

 

 

PROXY SUMMARY DIRECTOR DIVERSITY

  

DIRECTOR DIVERSITY¹

 

 

 

 

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. 

 

 

  

PVH CORP. 2021 PROXY STATEMENT   |   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 then 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- and three-year periods ended 2020 based on revenue growth, earnings before interest, taxes, depreciation and amortization (“EBITDA”), and 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 35) 

 

Our compensation program is a pay-for-performance model. We believe we should incentivize our executive officers to improve our financial performance, profitably grow our businesses, and increase stockholder value, and reward them only if they attain these objectives. 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: 

 

  

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:

  

  

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 

 

 

 

PVH CORP. 2021 PROXY STATEMENT   |   5

 

 

PROXY SUMMARY GOVERNANCE HIGHLIGHTS 

 

 

GOVERNANCE HIGHLIGHTS (PAGE 16) 

 

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

 

  

6   |   PVH CORP. 2021 PROXY STATEMENT 

 

  

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.

 

  

PVH CORP. 2021 PROXY STATEMENT   |   7

 

 

PROPOSAL 1

Election of Directors

 

 

8  |  PVH CORP. 2021 PROXY STATEMENT

 

 

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

 

NOMINEES FOR ELECTION

 

Brent Callinicos

Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc.

 

George Cheeks

President and Chief Executive Officer of CBS Entertainment Group

 

 

PVH CORP. 2021 PROXY STATEMENT  |  9

 

 

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

 

Emanuel Chirico

Chairman and Former Chief Executive Officer, PVH Corp.

 

Joseph B. Fuller

Professor of Management Practice in Business Administration, Harvard Business School

 

 

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 acquisition was accomplished by means of a bankruptcy court-approved sale under the U.S. Bankruptcy Code.

 

10  |  PVH CORP. 2021 PROXY STATEMENT

 

 

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

 

Stefan Larsson

Chief Executive Officer, PVH Corp.

 

 

V. James Marino

Retired Chief Executive Officer, Alberto-Culver Company

 

 

PVH CORP. 2021 PROXY STATEMENT  |  11

 

 

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

 

G. Penny McIntyre

Former Chief Executive Officer, Sunrise Senior Living, LLC

 

 

Amy McPherson

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

 

 

12  |  PVH CORP. 2021 PROXY STATEMENT

 

 

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

 

Henry Nasella

Partner and Co-Founder, LNK Partners

 

 

Allison Peterson

Chief Customer Officer at Best Buy Co., Inc.

 

 

PVH CORP. 2021 PROXY STATEMENT  |  13

 

 

ELECTION OF DIRECTORS  NOMINEES FOR ELECTION

 

Edward R. Rosenfeld

Chief Executive Officer, Steven Madden, Ltd.

 

 

Amanda Sourry

Former President, Unilever North America

 

 

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, as well as in building high-performing brands. The experience she brought from working with global clients in consumer package goods, retail and other industries was invaluable to management, as was her passion for her work on the Corporate Responsibility Committee. Mr. Rydin brought with him his over 30 years of experience as an executive in the consumer products and retail industries, as well as deep knowledge of board service, having been a long-time director on several public and private company boards of directors. His extensive experience in executive compensation stemming from his service chairing the compensation committee of another company, ensured rigor was brought to the work performed by the PVH Board’s Compensation Committee. We are extremely appreciative for their long and dedicated service to PVH.

 

Mary Baglivo

Chief Executive Officer, /The Baglivo Group

 

 

Craig Rydin

Operating Partner, LNK Partners

 

 

PVH CORP. 2021 PROXY STATEMENT  |  15

 

 

CORPORATE GOVERNANCE  INDEPENDENCE

 

Corporate Governance

 

INDEPENDENCE

 

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

 

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

 

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

 

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

 

LEADERSHIP STRUCTURE OF THE BOARD

 

Mr. Chirico, our former Chief Executive Officer, currently serves as Chairman of the Board of Directors. The Board believes that no single leadership model is necessarily best for PVH and that the decision whether to have an independent Chair should depend on the circumstances. Right now, the Board believes that having Mr. Chirico continue to lead the Board after stepping down as Chief Executive Officer is the most effective leadership structure for the Board as it brings on new directors and transitions to Mr. Larsson’s leadership of the company. Mr. Chirico’s extensive knowledge of and tenure at PVH makes him uniquely qualified for the Chair role.

 

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

 

 

16  |  PVH CORP. 2021 PROXY STATEMENT

 

 

CORPORATE GOVERNANCE  RISK OVERSIGHT

 

In addition to creating a strong, independent, clearly 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 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 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 all meetings (other than the quarterly calls to review earnings releases and periodic reports) on our cybersecurity and data privacy efforts, including an annual in-depth review of strategy and initiatives for the coming year, presented by our Senior Vice President, Information Security Services (“ISS”) or Chief Information Officer;
		◾	receives reports on risks and developments relating to our IT systems upgrades, financial reporting, security issues, insurance, legal matters, compliance training and reporting, and other areas of risk and risk management; and
		◾	meets privately on a regular basis with representatives of our independent auditors to discuss our auditing and accounting processes and management.
	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 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.
	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.

 

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 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 impacting the industry, such as our response 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 unauthorized access and 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 bi-annual assessment of the 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 EVALUATIONS

 

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

 

 

 

PVH CORP. 2021 PROXY STATEMENT  |  19

 

 

CORPORATE GOVERNANCE  BOARD REFRESHMENT

 

BOARD REFRESHMENT

 

Evaluating current Board composition

 

The Nominating, Governance & Management Development Committee follows a formal, ongoing process for director succession and is actively engaged in a refreshment process for a number of reasons, including the fact that several directors are at or approaching mandatory retirement age. 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 has several goals:

 

 

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

 

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

 

 

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 substantially 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 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.

 

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.

 

PVH CORP. 2021 PROXY STATEMENT  |  21

 

 

CORPORATE GOVERNANCE  STOCKHOLDER ENGAGEMENT

 

STOCKHOLDER ENGAGEMENT

 

 

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

 

 

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

 

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

 

DIRECTOR RESIGNATION POLICY

 

The election of directors in an uncontested election requires the affirmative vote of a majority of the votes cast at an annual meeting. Our Corporate Governance Guidelines provide that a director seeking re-election who does not receive a majority vote of stockholders must offer a letter of resignation. The Nominating, Governance & Management Development Committee will make a recommendation to the full Board on whether to accept or reject any such resignation, or whether other action should be taken. The Board must act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date election results are certified. Our Corporate Governance Guidelines provide that the 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-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 each new director with a seasoned member of the Board who serves as a peer mentor for the first three to six months. In addition, new directors participate in a corporate, business and financial orientation program that involves substantive individual meetings with senior executives. For example, the Chief Executive Officer will brief new directors on current business and strategy; the Chief Operating & Financial Officer will speak about our financial performance; the Treasurer and Executive Vice President, Chief Strategy Officer, who leads our Investor Relations team, will discuss our capital structure, the stockholder base and investor relations; the General Counsel will discuss corporate governance, periodic reporting and stock-related matters; and the Chief People Officer will report on human resources strategies, key talent and succession planning. In addition, senior executives in our Tommy Hilfiger, Calvin Klein and Heritage Brands businesses provide an overview of their respective businesses. The orientation also includes an introductory session with the Chair or members of the Board committee on which the new director will sit, and may also include executives and outside advisors who work with that committee. SEC filings and other information are provided as a background resource. We endeavor to have all new directors visit our European headquarters in Amsterdam within their first year of service.

 

ONGOING DIRECTOR EDUCATION

 

We have created a website for directors that is part of our PVH University learning management 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. Moreover, our Corporate Governance Guidelines strongly encourage directors to attend at least one external director education program per year. We provide access to educational materials and resources, including subscriptions to outside publications relevant to governance and our industry, and membership in governance organizations. We do not limit the amount of time or money that can be spent on director education, although we do evaluate the courses and conferences to make certain the subject matter is appropriate for the director and their role. Directors determine the amount of education they deem appropriate.

 

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

 

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

 

MANAGEMENT SUCCESSION PLANNING

 

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

 

PVH CORP. 2021 PROXY STATEMENT  |  23

 

 

CORPORATE GOVERNANCE  HOW TO CONTACT THE BOARD

 

HOW TO CONTACT THE BOARD

 

Stockholders and other interested parties may send communications to the Board of Directors (or specified group of individual directors, such as the non-management directors and the presiding director). Any such communication should be addressed to the Board (or individual director) in care of the Secretary of PVH Corp., 200 Madison Avenue, New York, New York, 10016-3903.

 

COMMITTEES

 

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

 

Audit & Risk Management Committee

 

 

Compensation Committee

 

 

24  |  PVH CORP. 2021 PROXY STATEMENT

 

 

CORPORATE GOVERNANCE  COMMITTEES

 

Nominating, Governance & Management Development Committee

 

 

Corporate Responsibility Committee

 

 

PVH CORP. 2021 PROXY STATEMENT  |  25

 

 

CORPORATE GOVERNANCE  MEETINGS

 

MEETINGS

 

 

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

 

 

To ensure that the Board is fully informed about issues under discussion, meetings often include presentations by our corporate officers, senior executives or internal subject matter experts, and outside advisors and consultants. One meeting each year typically is convened for several days to give directors an opportunity to consider and discuss at length matters such as strategy, opportunities, business strengths and weaknesses, and competitive threats. This meeting also provides the directors with exposure to and the opportunity to interact with a large contingent of executives from the global management team. These interactions help the Board assess the talent pool globally. We did not hold this meeting in 2020 due to the pandemic.

 

EXECUTIVE SESSIONS

 

Each Board meeting begins in an executive session of all of the directors (along with the corporate secretary). This session includes an overview of the agenda by the Chief Executive Officer and a preview of some of the key issues confronting management. In addition, the executive session gives directors an opportunity to prepare possible lines of questioning for management and outside advisors and enables the Board to discuss issues that they do not want to raise with the rest of management present. On occasion, members of management other than the CEO and the corporate secretary will be invited to participate with respect to discrete items.

 

Our independent directors also meet at the end of each regular meeting (and other times) in executive session to discuss Board presentations, management performance, and the performance of our Chief Executive Officer. Mr. Nasella, our presiding director, leads these executive sessions.

 

CEO EVALUATION

 

Mr. Nasella meets with our Chief Executive Officer at least annually to discuss the Board’s feedback on the CEO’s performance and areas for improvement. The feedback is elicited through a written performance evaluation completed by each director that solicits both quantitative and qualitative responses regarding five key areas of performance: Leadership and People; Strategic Planning; Financial Results; External Relations; and Board Relations.

 

26  |  PVH CORP. 2021 PROXY STATEMENT

 

 

CORPORATE GOVERNANCE  TRANSACTIONS WITH RELATED PERSONS

 

TRANSACTIONS WITH RELATED PERSONS

 

SEC rules require us to disclose certain transactions with “related persons.” These are transactions, subject to certain exceptions, involving amounts in excess of $120,000 between PVH on one side and one of the following categories of people on the other side:

 

 

The only transactions that meet these criteria are as follows:

 

◾

Dominic Chirico, a son of Emanuel Chirico, has worked in our Calvin Klein business since September 2010. Dominic Chirico received compensation of approximately $398,000, consisting of salary and bonus, with respect to 2020.

 

◾

Vincent Chirico, a son of Emanuel Chirico, works in our Calvin Klein business and has worked at the company since September 2014. Vincent Chirico received compensation of approximately $157,000, consisting of salary and bonus, with respect to 2020.

 

The 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.

 

GOVERNING DOCUMENTS

 

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

 

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

 

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

 

All of these documents, as well as the charters for our four standing committees, are posted on our website at PVH.com/ investor-relations/governance.

 

PVH CORP. 2021 PROXY STATEMENT  |  27

 

 

CORPORATE GOVERNANCE  VALUES, GOVERNANCE, HUMAN CAPITAL RESOURCES AND CORPORATE RESPONSIBILITY

 

VALUES, GOVERNANCE, HUMAN CAPITAL RESOURCES AND CORPORATE RESPONSIBILITY

 

Throughout our 140 year history, we have been passionate about doing the right thing. Our values — individuality, partnership, passion, integrity and accountability — define who we are as a company and we encourage our associates to embody them every day.

 

As a purpose-led company, we strive to deliver success for all of our stakeholders — from our stockholders to our business partners and the communities and consumers that we serve every day.

 

 

28  |  PVH CORP. 2021 PROXY STATEMENT

 

 

CORPORATE GOVERNANCE  VALUES, GOVERNANCE, HUMAN CAPITAL RESOURCES AND CORPORATE RESPONSIBILITY

 

 

 

PVH CORP. 2021 PROXY STATEMENT  |  29

 

 

CORPORATE GOVERNANCE  POLITICAL AND LOBBYING ACTIVITIES

 

 

30  |  PVH CORP. 2021 PROXY STATEMENT

 

 

Director Compensation

 

SPECIAL NOTE ABOUT THE COVID-19 CRISIS AND THE DIRECTOR COMPENSATION PROGRAM   The COVID-19 pandemic had a significant impact on our business, financial condition, cash flows and results of operations in 2020, and continues to have an impact on 2021. We took and continue to take significant actions to mitigate the effects of the pandemic on PVH and to drive a strong, accelerated recovery plan.   We discuss in detail in the Compensation Discussion & Analysis section the many actions taken by the Compensation Committee in 2020 related to the compensation of our executives to limit the financial impact of the pandemic on our operations, help support our liquidity and financial flexibility, and respond to volatility in our stock price. For these same reasons, the members of the Board of Directors took comparable actions with respect to their own compensation. More specifically:   ►  The directors agreed to forego cash fees for an unspecified period during the pandemic until it was determined by them that forbearance was no longer necessary. Ultimately, the directors forfeited approximately one-half of the annual cash retainer and the applicable committee fees that they otherwise would have received.   ►  Stock compensation (consisting of RSUs) was granted in two tranches. The first tranche was granted in June when annual grants typically are made but at grant date values much lower than 2019 values. The second tranche was granted in September. The combined value of the June and September grants was equal to the directors’ standard annual grant value.

 

ANNUAL RETAINERS

 

Non-employee directors are paid annually in a combination of cash and restricted stock units. The current director compensation package, along with the reduced amounts approved for 2020, are shown below.

 

Recipient	Value and form of payment		2020 reduced value paid or granted
Each Non-Employee Director	$95,000, in cash		$51,458, in cash
Each Non-Employee Director	RSUs, settled in shares of our common stock with a value of approximately $160,000 on the grant date (fully vesting on the first anniversary of grant)		◾	No change in total value (or vesting) but the grant was made in two tranches.
			◾	The first grant was made in the same number of RSUs as were granted in 2019 but at a significantly lower value; the grant date stock price was $90.43 in 2019 and $49.72 in 2020.
Chair of The Audit & Risk Management Committee	$40,000, in cash		$21,667, in cash
Other Members of The Audit & Risk Management Committee	$20,000, in cash		$10,833, in cash
Chair of The Compensation Committee	$35,000, in cash		$18,958, in cash
Other Members of The Compensation Committee	$15,000, in cash		$8,125, in cash
Chairs of The Nominating, Governance & Management	$25,000, in cash		$13,542, in cash
Development Committee
And The Corporate Responsibility Committee
Other Members of The Nominating, Governance &	$10,000, in cash		$5,417, in cash
Management Development Committee
And The Corporate Responsibility Committee
Presiding Director	$40,000, in cash		$21,667, in cash

 

PVH CORP. 2021 PROXY STATEMENT  |  31

 

 

DIRECTOR COMPENSATION  STOCK OWNERSHIP GUIDELINES

 

Non-employee directors are reimbursed for their meeting-related expenses in addition to receiving the compensation disclosed above.

 

Non-employee directors who join the Board after our annual meeting are paid a pro rata portion of the applicable fees for the year but do not receive an award of RSUs. Therefore, Allison Peterson, who joined the Board on January 26, 2021, and George Cheeks, who joined the Board on March 22, 2021, did not receive RSUs in 2020. We do not pay fees or make equity grants to non-employee directors who are designated for election by a stockholder having director nomination rights.

 

Our non-employee directors receive nominal benefits and perquisites. They are entitled to the same discounts at our retail stores as are available to all associates. In addition, we provide business accident travel insurance for directors and their spouses, which is at no additional cost to us because we maintain coverage for our associates globally. Finally, non-employee directors are eligible to participate at their own cost in our group umbrella insurance program, which may offer more favorable rates than they can obtain on their own.

 

STOCK OWNERSHIP GUIDELINES

 

Our non-employee directors are required to own shares of our common stock with an aggregate value equal to five times the standard annual cash retainer payable to directors. New directors have five years from the date they are elected to attain this ownership level. All of our non-employee directors, other than the two directors who have joined the Board during calendar year 2021, are in compliance with this requirement as of the date of this Proxy Statement. Our stock ownership guidelines require directors to hold 50% of the shares received upon the vesting of their equity awards (after payment of taxes) until they satisfy the guideline.

 

2020 COMPENSATION

 

The following table sets forth the information concerning the compensation of all individuals who served as directors during any portion of 2020, other than Mr. Chirico, whose compensation as an executive is set forth on the Summary Compensation Table on page 61. Mr. Figuereo, who retired from the Board in June 2020, did not receive any cash compensation because the payment of fees was suspended during the portion of 2020 that he served. He also did not receive a stock award because he retired prior to the 2020 grants. The cash fees shown below reflect the 46% reduction that was effectively approved by the directors to participate commensurately with management and other associates in the compensation adjustments made to preserve cash and reduce costs in response to the negative impacts of the pandemic on us and our businesses.

 

						Total Compensation
	Fees Earned or	Stock	Option	All Other		That Would Have Been
	Paid in Cash1	Awards2,3	Awards3	Compensation	Total	Paid Absent Cash
	($)	($)	($)	($)	($)	Fee Forbearance ($)
MARY BAGLIVO	56,875	160,150	N/A	N/A	217,025	265,150
BRENT CALLINICOS	56,875	160,150	N/A	N/A	217,025	265,150
JOSEPH B. FULLER	65,000	160,150	N/A	N/A	225,150	280,150
V. JAMES MARINO	62,291	160,150	N/A	N/A	222,441	275,150
G. PENNY MCINTYRE	65,000	160,150	N/A	N/A	225,150	280,150
AMY MCPHERSON	67,708	160,150	N/A	N/A	227,858	285,150
HENRY NASELLA	86,667	160,150	N/A	N/A	246,817	320,150
ALLISON PETERSON4	1,833	0	N/A	N/A	1,833	1,833
EDWARD R. ROSENFELD	73,125	160,150	N/A	N/A	233,275	295,150
CRAIG RYDIN	59,583	160,150	N/A	N/A	219,733	270,150
AMANDA SOURRY	75,833	160,150	N/A	N/A	235,983	300,150
Former Director
JUAN R. FIGUEREO5	0	N/A	N/A	N/A	0	45,069

 

32  |  PVH CORP. 2021 PROXY STATEMENT

 

 

DIRECTOR COMPENSATION  2020 COMPENSATION

 

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

 

	Annual	Committee	Committee	Presiding
	Director Fee	Chair Fees	Member Fees	Director Fee	Total
	($)	($)	($)	($)	($)
MARY BAGLIVO	51,458	N/A	5,417	N/A	56,875
BRENT CALLINICOS	51,458	N/A	5,417	N/A	56,875
JOSEPH B. FULLER	51,458	13,542	N/A	N/A	65,000
V. JAMES MARINO	51,458	N/A	10,833	N/A	62,291
G. PENNY MCINTYRE	51,458	13,542	N/A	N/A	65,000
AMY MCPHERSON	51,458	N/A	16,250	N/A	67,708
HENRY NASELLA	51,458	N/A	13,542	21,667	86,667
ALLISON PETERSON	1,583	N/A	250	N/A	1,833
EDWARD R. ROSENFELD	51,458	21,667	N/A	N/A	73,125
CRAIG RYDIN	51,458	N/A	8,125	N/A	59,583
AMANDA SOURRY	51,458	18,958	5,417	N/A	75,833
Former Director
JUAN R. FIGUEREO	0	N/A	N/A	N/A	0

 

2

The amounts are the aggregate grant date fair value of RSUs granted to our directors in June and September 2020. The fair value is equal to the closing price of our common stock on each grant date, multiplied by the number of RSUs granted on that date. In the case of the June 2020 grant, the number of RSUs granted was the same number as in 2019 but at a significantly lower value; the grant date stock price was $90.43 in 2019 and $49.72 in 2020. The grant date value for the September 2020 grant was $67.05.

3	The number of unexercised stock options and aggregate number of unvested RSUs for each of our directors as of January 31, 2021, were as follows:

 

	Option Awards	Stock Awardsa
	(#)	(#)
MARY BAGLIVO	N/A	2,846
BRENT CALLINICOS	N/A	2,846
JOSEPH B. FULLER	N/A	26,696b
V. JAMES MARINO	N/A	2,846
G. PENNY MCINTYRE	N/A	9,622c
AMY MCPHERSON	N/A	2,846
HENRY NASELLA	N/A	26,696b
ALLISON PETERSON	N/A	N/A
EDWARD R. ROSENFELD	N/A	10,786d
CRAIG RYDIN	N/A	16,644e
AMANDA SOURRY	N/A	2,846
Former Director
JUAN R. FIGUEREO	N/A	N/A

 

	a	Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant.
	b	Settlement of 23,850 of these outstanding awards has been deferred pursuant to the director's election, as permitted under our Stock Incentive Plan.
	c	Settlement of 6,776 of these outstanding awards has been deferred pursuant to the director's election, as permitted under our Stock Incentive Plan.
	d	Settlement of 7,940 of these outstanding awards has been deferred pursuant to the director's election, as permitted under our Stock Incentive Plan.
	e	Settlement of 13,798 of these outstanding awards has been deferred pursuant to the director's election, as permitted under our Stock Incentive Plan. 4 Ms. Peterson joined the Board on January 26, 2021.

4	Ms. Peterson joined the Board on January 26, 2021.
5	Mr. Figuereo retired from the Board effective June 18, 2020.

 

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PROPOSAL 2

Advisory Vote on Executive Compensation

 

 

Our performance targets are meaningful and are designed to encourage our executives to perform at high levels. In order for bonuses to pay out at the target level, we must achieve earnings goals generally based on the annual budget reviewed and approved by the Board of Directors. Due to the temporary closure of virtually all of our stores, as well as those of our customers and franchisees, at the beginning of the pandemic, bonus awards were not made until most stores were reopened and the performance goals were based on business plans reviewed with the Board at the time.

 

Our compensation program reflects sound pay practices.

 

◾

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

 

◾

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

 

◾

We have adopted stock ownership guidelines (including holding requirements until ownership levels are achieved) for our NEOs that are intended to align their long-term interests with those of our stockholders and to encourage a long-term focus.

 

Our total compensation packages are comparable to our peers. When we establish compensation packages each year, we compare the total compensation that each NEO can earn to compensation for the most comparable executives at the companies in our peer group. We confirm the accuracy of such comparisons by reviewing actual amounts paid or expected to be paid at the end of each year. Consistent with our emphasis on pay for performance, target compensation for our Chief Executive Officer and, to a lesser extent, target compensation for our other NEOs, is heavily weighted on long-term and performance-based elements. In all cases, the weighting is consistent with those of their counterparts at our peers.

 

Our compensation program works as intended. We believe the information disclosed in this Proxy Statement, in particular the Compensation Discussion & Analysis and Executive Compensation Tables sections, demonstrates that our executive compensation program is well-designed, is working as intended, emphasizes pay for performance without encouraging undue risk, incorporates sound corporate governance practices, and foregoes elements that are considered poor pay practices.

 

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

 

RESOLVED, that the compensation paid to PVH’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion & Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED.

 

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COMPENSATION DISCUSSION & ANALYSIS  2020 PERFORMANCE HIGHLIGHTS

 

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COMPENSATION DISCUSSION & ANALYSIS 2020 COMPENSATION HIGHLIGHTS

 

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COMPENSATION DISCUSSION & ANALYSIS 2020 COMPENSATION HIGHLIGHTS

 

The table below shows the principal elements of the compensation program for our Named Executive Officers and the values attributable to each element for 2020, with the following conditions:

 

◾

Base salaries are shown at their full annual rate even though all the NEOs agreed to a temporary salary reduction; the effective base salaries (i.e., taking into consideration the temporary reductions) paid during 2020 are shown on page 46.

 

◾

Annual bonuses are shown at the 2020 target-level payouts (i.e., 50% below standard target opportunity).

 

◾

RSUs, stock options and PSUs, which were granted in two tranches, are shown at the aggregate grant date values.

 

 

1	Equity awards typically are made in April of each year. However, annual grants for 2020 were made in two tranches, the first in April and the second in September. This approach was taken to ensure fairness to stockholders given the volatility of our stock price during the year. See page 51.

2	Awards to the Chief Executive Officer are subject to an additional one-year holding period for the after-tax shares delivered when the award pays out.

3	The amounts shown are the payout opportunity at target performance levels. Bonus payout opportunities at all performance levels were 50% lower than the opportunities provided in each NEO’s standard compensation package.

4

Mr. Larsson received a payment of $1,440,000 in December 2020, which represented 80% of our good faith estimate of his 2020 bonus, as provided in his employment agreement. The remaining balance was paid in April 2021, at the same time as bonuses were paid to the other NEOs who received payouts. See page 66.

5	Represents Mr. Hagman’s new base salary and aggregate bonus opportunity approved in connection with his promotion to Chief Executive Officer, Tommy Hilfiger Global and PVH Europe.

6

Includes (a) an additional award of RSUs and grants of stock options and PSUs made in June 2020 in connection with Mr. Hagman’s promotion and (b) a special grant of RSUs made to Mr. Hagman. See page 51. The special RSU grant vests 25% on the first and second anniversaries of the grant date and 50% on the third anniversary of the grant date.

 

 

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COMPENSATION DISCUSSION & ANALYSIS 2020 COMPENSATION HIGHLIGHTS

 

 

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Compensation Discusion & Analysis Philosophy and Approach

 

2020 Executive Compensation Program

 

PHILOSOPHY AND APPROACH

 

Our compensation program is a pay-for-performance model. We believe we should incentivize our executive officers to improve our financial performance, profitably grow our businesses, and increase stockholder value, and reward them only if they attain these objectives. The severe impacts of the COVID-19 pandemic required us to refocus our priorities. Instead, we focused on ensuring our financial stability and liquidity; protecting our business, including through accelerating the growth of our digital commerce businesses, exiting non-core and low profitability businesses, and positioning ourselves for growth as we emerge from the pandemic; and preserving stockholder value. Consistent with the foregoing, the Compensation Committee and management instituted actions to preserve cash by approving salary freezes and temporary reductions, reducing annual bonus payout opportunities by 50%, and granting annual equity awards in two tranches due to stock price volatility. The foregoing actions did not change our overall approach to compensation. The bulk of each Named Executive Officer’s compensation package continued to consist of short-term and long-term incentive awards that paid out only if we achieved specific financial and strategic targets, and equity awards continued to be linked to increases in stock value over time. Our strategic performance criteria included advancing our corporate responsibility commitments to our associates, the workers in our value chain, and the communities where we live and work, as we firmly believe these efforts help strengthen our organization and improve our performance by managing risk, maximizing efficiencies and driving value.

 

We also believe our compensation program should be competitive. An organization of our size and breadth can only operate effectively and profitably if it is managed by a team of talented executives who have the necessary experience and skill sets. To ensure that we can attract, develop and retain the right people for PVH, when we establish compensation packages each year, we compare the total potential compensation that each Named Executive Officer can earn to the compensation awarded to the most comparable executives at the companies in our peer group. (For more information on the peer group, see “Peer Group” on page 54.)

 

Our compensation program and plans are flexible and permit the use of a variety of compensation elements and varying terms. The Compensation Committee reviews the program annually, keeping abreast of regulatory changes, following marketplace developments, and analyzing practices within our peer group. This effort is intended to ensure that our practices are consistent with stockholder interests and enable us to recruit, retain and motivate qualified executives. In administering the program each year, the Compensation Committee determines what elements to use, the terms of all awards and, with respect to performance cycles concluded, the extent to which financial goals were achieved and whether any payouts should be made.

 

The compensation package for Mr. Hagman is somewhat different from the compensation paid to the other NEOs because he is employed outside of the U.S. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Accordingly, not all of the discussion regarding our NEOs pertains to him.

 

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Compensation Discussion & Analysis Executive Compensation Overview

 

EXECUTIVE COMPENSATION OVERVIEW

 

Elements of Compensation

 

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

 

 

Individual NEOs generally do not receive all six forms of compensation each year. GRIP awards, in particular, are made infrequently to U.S.-based executives and, although they have been used more often with our Europe-based executives, it has been on a triennial basis. Ms. Abel-Hodges and Mr. Hagman were the only NEOs who received GRIP awards when they were last made in 2017. Payouts under those awards typically required the NEOs’ respective business units to achieve predetermined levels of earnings over a three-year performance cycle. We also have granted GRIP awards in connection with transactions to incentivize the integration and growth of the acquired businesses.

 

As discussed above, although our executive compensation program retained its overall structure in 2020, we did make significant adjustments in response to the impact of the pandemic on us and our stock, particularly with respect to salaries and bonuses. These adjustments included:

 

 

Compensation Committee Process

 

Considerations when setting compensation

 

Every year the Compensation Committee reviews the compensation packages for each of our Named Executive Officers. This review considers the NEOs’ respective base salaries, annual and long-term bonus opportunities, the value of their stock options and RSU

 

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Compensation Discussion & Analysis Executive Compensation Overview

 

awards, and the allocation among these elements. We do not prescribe a specific formula for the mix of pay elements other than to favor variable performance-based pay over fixed pay and long-term pay over short-term.

 

When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the median compensation for comparable executives within our peer group. (For more information, see “Peer Group,” which begins on page 54.) Then we consider both objective and subjective factors, such as:

 

 

The Compensation Committee also receives input from the Chief Executive Officer and, through 2020, the Chief Human Resources Officer. (Our former Chief Human Resources Officer is retiring and has relinquished these duties to his successor, who commenced her employment with PVH in September 2020 and became Chief People Officer on January 1, 2021.)

 

Mr. Chirico’s compensation package while he served as CEO was determined, and adjustments to Mr. Larsson’s compensation will be determined, based upon the Board’s assessment of his performance. Input from each director on several performance metrics leads to the cumulative assessment of the CEO’s performance (see discussion on page 26), which guides the Compensation Committee’s recommendation and the Board’s approval of the Chief Executive Officer’s compensation package for the upcoming year.

 

Generally speaking, we adjust the Chief Executive Officer’s compensation package less frequently than we adjust compensation for the other NEOs. The Chief Executive Officer’s compensation is more heavily weighted toward long-term elements than the compensation packages for the other NEOs, and the Committee prefers to look at several years of compensation results to determine whether preceding compensation adjustments worked as intended.

 

Authority to grant equity awards

 

The Compensation Committee has sole authority to grant equity awards to the NEOs. The Committee has delegated limited authority to our Chief Executive Officer to make equity awards to PVH associates (other than our Section 16 officers), principally in connection with promotions and new hires. Pursuant to this authority, the Chief Executive Officer may grant, on an annual basis, restricted stock units with an aggregate grant date value of $5 million and a maximum value in one year to any one associate of $300,000. In addition, for each of 2017 through 2019, the Committee delegated limited authority to our Chief Executive Officer to make discretionary RSU awards to high-potential and high-performing executives below the senior executive level. Any awards made were in addition to an individual’s standard annual grant and subject to parameters established by the Committee. These awards were not permitted to exceed $5 million in the aggregate and generally did not exceed 50% of the individual’s standard annual award. The Committee received a report annually on the awards granted pursuant to these delegations of authority. The Committee determined not to authorize the additional discretionary awards in 2020 due to the adverse impacts of the pandemic, volatility in the stock market and measures we took affecting our associate population (including ongoing furloughs and reduced work schedules).

 

Schedule for Compensation Committee meetings

 

The Compensation Committee generally makes decisions during the first quarter of each year about payouts of incentive plan awards for the recently completed fiscal year, as well as on base salaries, performance-based awards, and equity grants for the current fiscal year. See “Timing of Equity Awards” on page 57. In addition, the Committee uses its first quarter meetings to consider and approve any new incentive compensation plans or arrangements that require Board or stockholder approval.

 

The Compensation Committee’s other meetings during the year typically are focused on reviewing our compensation programs generally and discussing potential changes to these programs, including to address corporate governance and regulatory developments. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation

 

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Compensation Discussion & Analysis Executive Compensation Overview

 

program, the financial measures used in incentive awards, and alternative plans and financial measures. The Committee also uses its other meetings to address compensation issues relating to changes in executives and promotions among the executive ranks.

 

Addressing the pandemic, as well as other significant undertakings in the year, significantly disrupted the typical schedule. Ultimately, the Compensation Committee held 14 meetings in 2020 (as compared to six or seven in a typical year). The purposes of the additional meetings included:

 

 

Use of tally sheets

 

The Compensation Committee reviews tally sheets annually. Each NEO’s tally sheet covers prior year compensation and proposed compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites, and benefits. Tally sheets also illustrate compensation opportunities and benefits and quantify payments and other value an executive would receive in various termination of employment scenarios, meaning they show full “walk away” values. In short, tally sheets enable the Compensation Committee to see and evaluate the full range of executive compensation; understand the magnitude of potential payouts in the event of retirement, change in control, and other events resulting in termination of employment; and consider changes to our compensation program, arrangements and plans in light of “best practices” and emerging trends.

 

Independent Compensation Consultant

 

The Compensation Committee has retained ClearBridge Compensation Group as its independent compensation consultant since 2009. The Compensation Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees.

 

ClearBridge meets and works with the Committee, our Chief Executive Officer, our Chief Human Resources Officer/Chief People Officer and our Executive Vice President, Global Compensation, Benefits and HR Systems, to develop each year’s compensation packages and overall compensation program. The Committee reviews the compensation program and related matters annually, and instructs the compensation consultant to provide information, analysis and recommendations to facilitate that review. The principal focus areas in 2020 included monitoring how our peers and how other companies in our industry adjusted compensation programs and designed compensation packages in response to the impacts of the pandemic, including determining whether to and, if so, how best to maintain our overall program design. The compensation consultant also assists the Committee with its assessment of risks in our compensation program and consideration of tally sheets.

 

ClearBridge is engaged by, and reports directly to, the Compensation Committee, and has been determined by the Committee to be independent under SEC rules and NYSE listing standards. ClearBridge also advises, and reports to, the Nominating, Governance & Management Development Committee on matters relating to non-employee director compensation. Management is prohibited from retaining the compensation consultant without the prior approval of the Compensation Committee. No such approval has been sought.

 

Role of Management

 

The Chief Human Resources Officer/Chief People Officer, Executive Vice President, Global Compensation, Benefits and HR Systems, and the General Counsel review drafts of the materials ClearBridge prepares for the Committee to ensure the accuracy of our internal data and records, compliance with plan terms and other matters. These executives also provide guidance to the Committee regarding applicable matters such as associate perceptions and reactions, and legal and disclosure developments.

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

COMPENSATION DECISIONS FOR 2020

 

The pandemic had an unprecedented impact on everything in 2020. Trying to predict performance was impossible, year-over-year growth was unachievable, and the stock market was extremely volatile. Meanwhile, our leadership team was working under difficult conditions to protect the health of our associates, consumers, business partners and communities; accelerate the growth and profitability of our digital commerce businesses; right-size our cost base; manage discretionary spending; maintain our financial health and liquidity; enhance the brand position, products and consumer experience in each of our businesses; set PVH up for an accelerated post-pandemic recovery by focusing on distribution, our brands and our products to drive deeper connections with our consumers; and continue to advance plans with respect to our CEO transition and Board refreshment processes. Additionally, we were asking our associates and managers to do more with less due to temporary salary reductions, furloughs, and work schedule cutbacks, and, ultimately, workforce reductions. Key actions taken since the beginning of the pandemic include:

 

 

We developed compensation packages for 2020 that reflected management’s efforts and success in effecting these actions, the financial realities of the year, the volatility in the stock market, the need to incentivize and retain key talent, and the need to recognize management’s leadership in navigating the pandemic and positioning the company and our businesses to exit the pandemic in a strong position and prepared to deliver our next chapter of growth. The key changes are noted below:

 

Pay element		Historical program bases			Key changes for 2020
BASE SALARY		◾	Committee considers time between salary increases, whether the NEO was recently promoted or assumed additional responsibilities, the NEO’s advancement potential, and whether the NEO executed special or difficult assignments during the year		◾	Each NEO had a temporary full or partial base salary reduction for three months
					◾	No base salary increases (other than for Mr. Hagman in connection with his promotion)
SHORT-TERM INCENTIVES (Annual bonuses under our Performance Incentive Bonus Plan)		◾	EPS performance metric for all NEOs		◾	Corporate EBITDA selected as performance metric for all NEOs
		◾	Business unit operating income performance metric for NEOs with divisional responsibilities		◾	Business unit EBITDA selected as performance metric for NEOs with divisional responsibilities
		◾	Awards can be modified based on strategic performance criteria		◾	Committee decreased potential payouts at each level of performance to 50% of standard opportunities
		◾	Performance goals established during first quarter for full year		◾	Awards remained subject to modification based on strategic performance criteria but, ultimately, no awards were adjusted
					◾	Performance goals established during second quarter for 9-month period to allow for stores to reopen after mandatory lockdowns and allow the business environment to become more settled
LONG-TERM INCENTIVES (Combination of RSUs, stock options and PSUs)		◾	Committee grants awards in single tranche		◾	Committee granted awards in two tranches with separate vesting and performance periods
		◾	Stock options and RSUs vest at a rate of 25% on each of the first four anniversaries of the grant date (assuming continued employment)		◾	All other material terms of awards made in 2020 were substantially unchanged
		◾	PSUs vest based on absolute stock price performance and relative TSR against the S&P 500 for a three-year performance period

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

The reduction in bonus payout opportunities meant that a payout at the maximum performance level to each of Messrs. Chirico, Shaffer and Larsson would equal the target payout under their standard compensation packages. Ms. Abel-Hodges’ maximum payout opportunity would be above her standard target payout opportunity. Mr. Hagman’s maximum payout opportunity would be below his standard target payout opportunity.

 

We did not adjust performance goals for any of our outstanding PSU awards (i.e., grants made in 2017, 2018 and 2019). PSU awards for the three-year performance cycles that ended in April 2020 and April 2021 did not pay out because the performance goals established at the time they were granted (i.e., 2017 and 2018, respectively) were not achieved.

 

Base Salaries

 

Objectives

 

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

 

Considerations

 

Base salaries are established for each NEO primarily based upon market considerations, peer data, PVH’s overall performance, our expected performance, individual performance, and (for Ms. Abel-Hodges and Mr. Hagman) business unit performance. For any particular NEO, the Compensation Committee also may consider time between salary increases, whether the NEO was recently promoted or assumed additional responsibilities, the NEO’s advancement potential, and whether the NEO executed special or difficult assignments during the year. Finally, the Compensation Committee takes into account the relative salaries of our Named Executive Officers. Ultimately, base salary decisions are subjective; no specific weight is assigned to any deciding factor.

 

2020 decisions

 

We did not grant base salary increases in 2020 (other than Mr. Hagman’s promotional increase). This decision was a reflection of the business environment at the time and expectations that difficult conditions would continue; it also preserved cash and was consistent with decisions we were making not to provide salary increases across our associate populations and to furlough associates, reduce work schedules (and proportionate pay) and reduce our workforce.

 

Base salaries for our NEOs, along with their adjusted salaries that give effect to the temporary salary reductions implemented in 2020 for three months are shown below. These reductions reflected the business environment, the potential for long-term shutdowns of non-essential retail stores (such as ours and those of our customers and franchisees), and the need to preserve cash.

 

Name		2019 Base Salary		2020 Base Salary		Temporary 2020 % Base Salary Reductions		Effective Base Salary		Overall Salary Reduction
EMANUEL CHIRICO		$ 1,500,000		$ 1,500,000		100%		$ 1,125,000		25.00%
MICHAEL A. SHAFFER		$ 950,000		$ 950,000		25%		$ 890,625		6.25%
STEFAN LARSSON		$ 1,200,000		$ 1,200,000		35%		$ 1,095,000		8.75%
CHERYL ABEL-HODGES		$ 1,000,000		$ 1,000,000		25%		$ 937,500		6.25%
MARTIJN HAGMAN		N/A		€ 800,000		25%		€ 750,0001		6.25%

 

1	Effective base salary for Mr. Hagman was calculated assuming the increase in base salary he received upon his promotion to Chief Executive Officer, Tommy Hilfiger Global and PVH Europe, was in effect for the entire year.

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

Short-Term Incentives—Performance Incentive Bonus Plan

 

 

The Compensation Committee makes three sets of decisions respecting annual bonuses before making awards:

 

1		2		3
Potential bonus payouts for each NEO.		Financial metrics that will determine award payouts, and specific goals for each.		Strategic performance criteria applicable to all of the NEOs but against which they are individually assessed.

 

2020 decisions

 

The pandemic and actions by governments around the world to attempt to contain the spread of the virus impacted our global business, including requiring us, our traditional wholesale customers and our franchisees to shut down almost all of our stores during the first quarter of 2020. Goals for bonuses based on corporate performance typically are based on our public earnings guidance, which, in turn, is derived from our Board-approved budgets. However, given the volatile business environment and the unpredictable impact of the pandemic, we did not provide earnings guidance in 2020 beyond general directional revenue estimates, and that only once stores started to reopen. When stores (ours, our customers’ and our franchisees’) generally were reopened and the business environment became somewhat more settled in the second quarter of 2020 we made the bonus awards for the year. Delaying the bonus award process from April to July allowed us to review and update our internal business plans and assess actual and projected performance based on our operations and market conditions at that time. The Compensation Committee, for its part, was able to receive information on other companies’ approaches to bonuses in light of the pandemic’s effect on business, and to use actual performance information to establish financial goals for the second through fourth quarters of 2020 that aligned with and incentivized the achievement of strategic priorities set forth in our plans. Throughout the year, the Committee received detailed updates with respect to the company’s actual and projected performance.

 

The bonus awards made by the Committee had several key differences from prior years that reflected the impact the pandemic was having on PVH and our business. Most importantly:

 

◾	Payout opportunities were half of those in the NEOs’ standard compensation packages. As a result, the payouts for Messrs. Chirico, Shaffer and Larsson could not exceed their standard target payouts. Ms. Abel-Hodges’ payout opportunity at the maximum performance level was above her standard target payout. Mr. Hagman’s payout opportunity at maximum performance was below his standard target payout.
◾	EBITDA was the performance measure used for both corporate and business unit awards to focus on the importance of generating cash and reinforcing our liquidity and financial position.
◾	There was a much wider than usual range between the target and maximum performance goals and the target and threshold goals to reflect the volatile business environment and the unpredictable impact of the pandemic at the time goals were set.

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

Potential bonus payouts

 

The Compensation Committee sets threshold, target and maximum payout opportunities for each NEO, expressed as a percentage of the NEO’s base salary. The payout opportunities approved in 2020 are set forth below. The payout percentages for each of the NEOs were set at half those included in their standard compensation packages, as more fully discussed above. The reduction reflected the shortened performance period (since we did not make bonus awards until the second quarter), the compensation-related measures we took that affected our associates (such as temporary salary reductions, furloughs, work schedule reductions and, in most cases, reduced bonus payout opportunities (although generally not to the degree of the decreases to the NEOs and the other senior executives)), our inability to estimate performance with the same level of credibility as in a typical year, and the recognition that, unlike in most years, the financial metrics and goals adopted for 2020 were not tied to business growth.

 

		50% Reduced 2020 Payout Opportunities						Standard Payout Opportunities
(Percent of base salary)		Threshold		Target		Maximum		Threshold		Target		Maximum
EMANUEL CHIRICO		50		100		200		100		200		400
MICHAEL A. SHAFFER		25		50		100		50		100		200
STEFAN LARSSON		37.5		75		150		75		150		300
CHERYL ABEL-HODGES		18.75		37.5		87.5		37.5		75		175
MARTIJN HAGMAN1		25		50		87.5		50		100		175

 

1

The percentages shown are based on the compensation package awarded to Mr. Hagman in connection with his promotion to Chief Executive Officer, Tommy Hilfiger Global and PVH Europe. Mr. Hagman’s maximum potential payout opportunity (after giving effect to the 50% reduction in place for 2020) as a percentage of base salary was 83.4%, which is a blended rate for his maximum potential payouts under his compensation packages in effect before and after his promotion based on the portion of the year he spent in each of his positions.

 

Financial metrics

 

Annual bonuses for Messrs. Chirico, Larsson and Shaffer were based entirely upon corporate performance for the second through fourth quarters of 2020, while bonuses for NEOs with divisional responsibilities were based on both corporate and their respective business units’ performance for the same period, in the proportions shown below. The financial measures we used in previous years were EPS and business unit operating income. However, the impact of the pandemic on our business and stock price performance meant that management’s focus — and the best measurement of our operating performance for the year — would be different. The Compensation Committee chose EBITDA as the most appropriate measure since generating cash and reinforcing our financial position were particularly important at that time and in the near term.

 

		Corporate EBITDA		Business unit EBITDA
EMANUEL CHIRICO		100%		N/A
MICHAEL A. SHAFFER		100%		N/A
STEFAN LARSSON		100%		N/A
CHERYL ABEL-HODGES		25%
Calvin Klein Global				25%
Calvin Klein North America and The Underwear Group				50%
MARTIJN HAGMAN		25%
Tommy Hilfiger Global				25%
PVH Europe				50%

 

Corporate EBITDA

 

Corporate EBITDA goals for the nine-month measurement period were based on internal business plans reviewed with the Board at the time the goals were established and were subject to adjustment for agreed upon exclusions. The plans were developed after business had resumed following the temporary closure of “non-essential” retail stores (like ours and those of our customers and franchisees) in virtually all markets where we operated. Once the target goal was determined, we set the threshold and maximum performance goals. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business conditions, but has been approximately 90% to 110% of target for each of the past three years. The range for 2020 was much wider than normal, which we believe reflected the uncertain and volatile market conditions at the time. Specifically, the threshold performance goal was set at break-even EBITDA for the nine-month period, while the maximum performance goal

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

required stretch performance that was equal to three times target and required continued outperformance of then current trends for the remainder of the year. We believed this approach reflected the role annual bonuses play in the context of our compensation packages in incentivizing and retaining senior executives despite the potential unpredictable impact of the global pandemic on business performance. We also thought it important to continue using a quantified financial performance metric, rather than choosing to apply qualitative measures or taking a subjective approach using qualitative measures. The performance goals and actual results for the awards made in 2020 are set forth below.

 

Business unit EBITDA

 

A majority of the annual bonus opportunities for Ms. Abel-Hodges and Mr. Hagman were based on the EBITDA of the business units they lead. As with corporate goals, threshold performance goals typically are set at approximately 90% of target and maximum performance goals typically are set at approximately 110% of target, although the range can vary from year to year based on the Compensation Committee’s evaluation of business conditions. As with the corporate EBITDA goals, the threshold-to-maximum range was significantly greater in 2020 given the unprecedented disruption caused by the pandemic and the inability to predict the pandemic’s impact on business unit performance. The performance goals applicable to each of these NEOs are set forth below, as well as the actual results for the awards made in 2020.

 

Strategic performance criteria

 

Payouts for the NEOs also are based upon an evaluation of individual performance against strategic performance criteria established at the time the awards are made. This provides the Compensation Committee some flexibility to modify payouts (up or down) by a maximum of 25% of a NEO’s base salary, so long as an adjusted award does not exceed the NEO’s maximum opportunity. This component encourages and rewards the NEOs’ efforts to improve performance, develop and advance associates under their leadership, and progress against our corporate responsibility commitments, as well as take other actions that may have a negative earnings impact in the year taken but are nonetheless considered beneficial. These items typically either do not get captured by the financial goals or are expected to yield benefits only in the future and may not be reflected directly in future bonus calculations. No adjustments were made to any 2020 payouts.

 

2020 annual bonus payouts

 

Despite the significant challenges caused by the pandemic, we saw improved performance trends in the second half of the year as our management team led strategic efforts to position the company for future growth. Our Asia business was very strong, led by our performance in China. China emerged first and built upon 2019 performance with revenue through digital channels growing 55% and, when fully open, our European businesses drove high consumer and retailer demand and clear market share gains. In addition, we supercharged our digital business, including acting nimbly to use inventories from closed stores and using our own warehouses to supplement the work of our third-party digital commerce fulfillment provider. These actions led to our strongest-ever digital sales growth of 43%, including 69% growth on our own sites, while driving a significant improvement in our profitability in the channel. We also focused on rightsizing our cost base and tightly managed our discretionary spending to offset the impact that store closures and sales pressure around the world would have on profitability. As a result, our corporate EBITDA and applicable business unit EBITDA performance was above the maximum level performance goals, and all NEOs received corresponding payouts (at the reduced percentages of their base salaries in comparison to their standard compensation packages). These payouts were the equivalent of a standard target-level payout for Messrs. Chirico, Shaffer and Larsson, above Ms. Abel-Hodges’ standard target payout and below Mr. Hagman’s.

 

Corporate EBITDA Goals

 

		Threshold		Target		Maximum
EBITDA goal		$0		$100,000,000		$300,000,000
EBITDA achieved						$492,985,000

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

Business Unit EBITDA Goals

NEO		Business unit(s) (weight as a % of total bonus opportunity)		Threshold		Target		Maximum		Actual
CHERYL ABEL-HODGES		Calvin Klein Global (25%)		$16,000,000		$93,000,000		$170,000,000		$250,713,000
		Calvin Klein North America and The Underwear Group (50%)		$(108,000,000)		$(51,000,000)		$6,000,000		$49,609,000
MARTIJN HAGMAN		Tommy Hilfiger Global (25%)		€136,404,000		€208,333,000		€280,263,000		€315,518,000
		PVH Europe (50%)		€179,386,000		€251,315,000		€323,246,000		€372,336,000

 

Discretionary adjustments for non-financial criteria

 

Each NEO’s bonus award potentially was subject to adjustment based on the NEO’s performance against prescribed strategic performance criteria. The Compensation Committee made no adjustments to the bonuses for 2020 attributable to the prescribed strategic performance criteria.

 

Annual bonus payout calculations for Messrs. Chirico, Shaffer and Larsson:

 

Base salary

X

individual bonus percentage

 

Since corporate EBITDA of $492,985,000 exceeded the maximum goal of $300,000,000, the “individual bonus percentage” for each of these NEOs was their highest payout level (at the 50% reduced payout opportunities established for 2020), as shown below.

 

Annual bonus payout calculations for Ms. Abel-Hodges and Mr. Hagman:

 

Base salary × individual bonus percentage based on corporate EBITDA × .25

+

Base salary × individual bonus percentage based on the EBITDA of the applicable business units × .75

 

The calculation of the actual bonus payout amounts (at the reduced payout opportunities) is shown below.

 

								Payout on								Payout on business		Total annual
		Corporate EBITDA potential						corporate EBITDA		Business unit EBITDA potential						unit EBITDA		bonus
		payouts (% of base salary)						($/€ and as % of		payouts (% of base salary)						($/€ and as % of		($/€ and as % of
NEO		Threshold		Target		Maximum		base salary)		Threshold		Target		Maximum		base salary)		base salary)
EMANUEL CHIRICO		50.00		100.00		200.00		$3,000,000										$3,000,0002
								200%										00%
MICHAEL A. SHAFFER		25.00		50.00		100.00		$950,000										$950,000
								100%										100%
STEFAN LARSSON1		37.50		75.00		150.00		$1,800,000										$1,800,000   150%
								150%
CHERYL ABEL-HODGES		4.688		9.375		21.875		$218,750										$875,000 87.50%
								21.875%
Calvin Klein Global										4.688		9.375		21.875		$218,750
																21.875%
Calvin Klein North America and The Underwear Group										9.375		18.75		43.75		$437,500
																43.75%
MARTIJN HAGMAN2		6.25		12.50		20.84		€166,735										€666,940
								20.84%										83.37%
Tommy Hilfiger Global										6.25		12.50		20.84		€166,735
																20.84%
PVH Europe										12.50		25.00		41.69		€333,470
																41.69%

1	Mr. Larsson received a payment of $1,440,000 in December 2020, which represented 80% of our good faith estimate of his 2020 bonus, as provided in his employment agreement. The remaining balance was paid in April 2021, at the same time as bonuses were paid to the other NEOs who received payouts. See page 66.
2	Mr. Hagman’s bonus is based on a partial year at 75% of base salary and a partial year at 87.5% based on the highest level payout opportunities (after the 50% reduction of all payout opportunities for 2020) for periods before and after his promotion.

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

Long-Term Incentives — Stock Options and Restricted Stock Units

Objective

 

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

 

Considerations

 

We grant restricted stock units because they mimic the interests of stockholders, as both increases and decreases in our stock price have the same effect on holders of restricted stock units as they do on stockholders. Additionally, restricted stock units serve as a constant incentive, regardless of fluctuations in stock price.

 

We believe that stock options provide an incentive to recipients to increase stockholder value over the long term. The benefit of a stock option is determined by how much the price of the underlying stock appreciates over the life of the option, and an option has no value if the stock price does not increase. Moreover, we believe that stock options have the potential to deliver more value to an executive than restricted stock units.

 

We believe that using a combination of stock options and restricted stock units is consistent with our compensation philosophy, as each aligns our executives with stockholder interests in different ways.

 

2020 decisions

 

We took a modified approach to making the 2020 annual grants of stock options and restricted stock units to our Named Executive Officers. Consistent with historical grant practices, these awards vest at a rate of 25% on each of the first four anniversaries of the grant date (provided the recipient remains employed by PVH). The stock options will expire 10 years after the grant date if not exercised. Grantees receive shares of our common stock upon the vesting of restricted stock units in a number equal to the number of restricted stock units that vest. Grantees may elect to have us withhold shares with a value on the vesting date equal to the associated taxes.

 

In a departure from historical grant practices, the annual awards (which typically are made in April) were made in two tranches for 2020 — the first in April and the second in September to the approximately 1,300 participating PVH associates. 

The April awards consisted of the same numbers of stock options and RSUs as were awarded in 2019. However, since the stock price on the April 2020 grant date ($47.96) was approximately 38% of the stock price on the 2019 grant date ($127.26), the grant date value of the 2020 awards was significantly less than the grant date value of the 2019 awards. The September awards consisted of a number of stock options and RSUs that, when combined with the April awards, would have an aggregate value equivalent to each NEO’s standard annual grant value for each type of award.

 

The April grants were made in the manner described because of the volatility in our stock price at the time and concerns that a full regular grant in that turbulent market might be seen as unfair to stockholders. (Our closing stock price ranged from $29.05 to $90.00 during the first quarter 2020.) The April grants were made to maintain some regularity in our compensation program. More importantly, they provided an incentive to our associates (including our NEOs), who were agreeing at the same time to significant salary reductions and also had been informed that bonus awards were not being made at that time (when they normally would be) and, that when the bonus awards were made, would be at a reduced payout opportunity (50% in the case of the NEOs). The September grants were made when the Compensation Committee determined that a sufficient level of stability had returned to the stock market and that making the awards at that time could not be misconstrued as taking advantage of a low stock price. The value of awards granted in 2020 was not adjusted to reflect the fact that the PSUs for the performance period that ended in April 2020 did not pay out and the awards for the performance cycle ending in April 2021 likely would not pay out, at least in part due to the impact of the pandemic on our stock performance.

 

Mr. Hagman also received a grant of stock options and an additional grant of RSUs, each on standard terms, in June 2020 in connection with his promotion. Additionally, he received a special grant of RSUs in August 2020 that vests 25% on each of the first and second anniversaries of the grant date and 50% on the third anniversary. The August grant was made to further align his performance incentives with the interests of stockholders after assessing his compensation package and his outstanding stock awards.

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

Long-Term Incentives — Performance Share Units

Objective

 

Annual grants under our Stock Incentive Plan of performance share units provide compensation that is at risk and contingent on the achievement of pre-determined performance criteria over an extended period. Performance share units also align with stockholder interests because their value will increase if our stock price is higher at the end of the performance cycle than it was on the grant date (and will decrease if the stock price is lower). Performance share units have retentive value because they generally only pay out if the participant remains employed by PVH for the entire performance cycle.

 

Considerations

 

Performance share unit awards granted in 2020 have a three-year performance cycle and will vest (or not) based on PVH’s performance against two financial metrics: absolute stock price performance (50% weight) and relative total stockholder return against the S&P 500 as constituted on the grant date (50% weight). We believe this structure for the awards provides a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our stockholders. The Compensation Committee regularly reviews the financial metrics and considers alternatives. We determined in 2020 to continue using these measures given their alignment with the long-term interests of our stockholders. We also believe it is important to use different financial measures for annual and long-term incentive awards.

 

To reinforce the long-term focus these awards are meant to create, our Chief Executive Officer is required to hold for one year the after-tax shares received upon payout. This holding requirement is in addition to the CEO’s stock ownership guideline. For 2020, only Mr. Chirico’s awards have this requirement, as Mr. Larsson was not Chief Executive Officer when the 2020 awards were made.

 

2020 decisions

 

All of our Named Executive Officers received awards of performance share units in 2020. As with the other stock awards, they were made in two tranches, one in April and one in September. The April award has a performance cycle generally covering the second quarter of 2020 through the first quarter of 2023, while the second award has a performance cycle generally covering the second half of September 2020 through the first half of September 2023.

 

Performance measures

 

The NEOs’ performance share unit awards are subject to achievement of absolute stock price growth and relative TSR against prescribed targets. The Compensation Committee set target performance for both metrics at the same level as grants over the past several years. The performance goals are shown below.

 

	Weight	Threshold*	Target*	Maximum*
Compound annual growth in stock price (%)	50%	5	10	20
Relative TSR (percentile)	50%	30th	55th	80th

 

*	These goals are presented solely for the purpose of describing our compensation program. They are not management’s estimates of results or other guidance. Investors should not apply these goals to other contexts.

 

Payouts for performance between goals are calculated on a straight-line interpolation basis for the goals above and below the performance achieved.

 

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Compensation Discussion & Analysis Compensation Decisions for 2020

 

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

 

NEO		Grant Dates		Threshold ($)1		Threshold (# shares)		Target ($)1		Target (# shares)		Maximum ($)1		Maximum (# shares)
EMANUEL CHIRICO		4/29/2020, 9/10/2020		2,449,695		40,370		4,899,336		80,739		9,798,671		161,478
MICHAEL A. SHAFFER		4/29/2020, 9/10/2020		247,362		4,121		494,670		8,241		989,340		16,482
STEFAN LARSSON		4/29/2020, 9/10/2020		693,070		12,053		1,386,140		24,106		2,772,281		48,212
CHERYL ABEL-HODGES		4/29/2020, 9/10/2020		171,009		2,849		341,963		5,697		683,927		11,394
MARTIJN HAGMAN2		6/15/2020, 9/10/2020		82,368		1,414		164,686		2,827		329,372		5,654

 

1	The award values are equal to the number of shares multiplied by $53.95 and $67.05, the closing price of our common stock on the applicable grant dates. The award values are not calculated in the same manner as the grant date fair values we are required to include in the Summary Compensation Table, which begins on page 61
2	Mr. Hagman was not eligible for a PSU grant in April. The June award was granted in connection with Mr. Hagman’s promotion, and the value is equal to the number of shares multiplied by $50.17, the closing price of our common stock on the grant date. The award value is not calculated in the same manner as the grant date fair values we are required to include in the Summary Compensation Table, which begins on page 61.

 

PSUs granted in 2018 and 2019

 

We do not adjust performance goals for outstanding awards that we believe will not pay out. Consistent with that practice, we did not alter the performance measures for PSU grants made in 2018 and 2019 despite the fact that the impact of the pandemic on our stock price made it unlikely that these awards would pay out.

 

There were no payouts of PSU awards for the three-year performance cycle that commenced April 23, 2018 and ended on April 22, 2021, as the performance measures established at the time of grant were not achieved.

 

We consider PSU awards to be part of the compensation paid to the NEOs in the last full year of the performance cycle even though the performance periods do not align fully with fiscal years.

 

The following graphic demonstrates the rigor of the performance-based awards made to our NEOs based on historical payouts:

 

 

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COMPENSATION DISCUSSION & ANALYSIS COMPETITIVE PAY FOR PERFORMANCE

 

COMPETITIVE PAY FOR PERFORMANCE

 

Peer Group

 

All of the companies in the peer group are involved in the wholesale or retail sales of apparel and related products, use similar channels of distribution, and are of a comparable size to PVH. The Committee reviews, considers, and approves the peer group annually after receiving input from ClearBridge regarding potential additions to or deletions from the group. Factors deliberated include changes to a peer company’s business that make our companies less comparable; pending acquisitions involving a peer company; a material change in a peer company’s financial condition or results of operations; and a diminution in the amount and quality of compensation information available regarding a peer company’s executives.

 

We use the peer group to provide market context for compensation decisions, both because these are the companies with which we compete for executive talent and because it helps the Compensation Committee assess the reasonableness of our compensation packages. Specifically, the Committee considers a study compiled each year by ClearBridge (using information culled from public filings and published compensation benchmark surveys) of compensation awarded to executives in the peer group as part of its review when considering compensation packages.

 

The 2020 peer group consisted of companies with wholesale or retail apparel, accessories or related products businesses, as well as specialty retailers. The peer group companies had revenues for their most recently completed fiscal years between approximately 50% and 200% of our annual revenue, as shown below.

 

 

54   |   PVH CORP. 2021 PROXY STATEMENT

 

 

COMPENSATION DISCUSSION & ANALYSIS COMPETITIVE PAY FOR PERFORMANCE

 

PVH Performance Compared to Peer Group Performance

 

The following shows our performance against our peer group for the one- and three-year periods ended 2020 based on revenue growth, EBITDA, and overall ranking, as well as based on TSR for the three-year period. It also shows our outperformance against our peers for the nine-month period corresponding the performance period for our 2020 bonuses.

 

 

1	Included because performance period for 2020 bonus awards was the nine-month period.
2	Earnings before interest, taxes, depreciation and amoritization amounts used are on a non-GAAP basis.
3	Total Stockholder Return vs. S&P 500 is based on the S&P companies as of March 8, 2021, which differs from the S&P 500 companies used to determine the performance share unit achievement against goals for the performance period ended on April 22, 2021 (see page 53 for additional details).
4	Overall percentile ranking excludes Total Stockholder Return vs S&P 500.

 

 

Similarly, the distribution of our executive compensation among long- and short-term elements, and fixed and variable elements, is consistent with the distribution within our peer group.

 

 

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

 

PVH CORP. 2021 PROXY STATEMENT   |   55

 

 

COMPENSATION DISCUSSION & ANALYSIS OTHER BENEFITS

 

CEO Compensation Compared to Total Stockholder Return

 

The following graph illustrates the strong alignment of our compensation program with the creation of long-term stockholder value. It shows Mr. Chirico’s target total compensation and actual total compensation for each of 2018, 2019 and 2020 as compared to our one-year and cumulative three-year TSR for each of those years. The alignment of pay also is consistent with TSR for the S&P 500 index, as shown below the following graph. The compensation set forth below is not the same as shown on the Summary Compensation Table.

 

 

1	For 2020, Target Total Compensation reflects the CEO's standard pay opportunities and does not take into account reductions due to the COVID-19 pandemic.
2	Actual Total Compensation reflects salary paid, bonus and PSUs earned, and stock options and RSUs vested in each year.

 

OTHER BENEFITS

 

Our Named Executive Officers participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our "401(k) plan"), Supplemental Savings Plan, and Executive Medical Reimbursement Insurance Plan with the following exceptions:

 

◾	Mr. Larsson has elected not to participate in the Supplemental Savings Plan and is not eligible to participate in the Executive Medical Reimbursement Insurance Plan, as it was closed to new participants in 2017; and
◾	Mr. Hagman is not eligible to participate in any of the plans identified above. Mr. Hagman participates in the Zwitserleven Pensioen Plan, a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam.

 

In addition, Mr. Chirico is a party to a capital accumulation program agreement with PVH. See “Pension Benefits,” “Defined Benefit Plans,” and “Non-qualified Deferred Compensation” for a description of the U.S. programs. We do not expect to enter into a capital accumulation program agreement with Mr. Larsson or any other NEO.

 

We believe the benefits offered under our retirement, pension and welfare plans serve a different purpose than the other components of compensation. In general, these benefits are designed to provide a safety net against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on compensation and years of service. Benefits offered to our executive officers are similar to those that are offered to the general associate population, with some variation to promote tax efficiency and replace benefit opportunities lost due to regulatory limits.

 

Perquisites are limited and generally consist of discounts in our retail stores available to all associates.

 

Car and driver. We own a car and employ a driver who drives executives to and from meetings, including among our four New York City and five New York metropolitan area offices, and provides other services (such as messenger services). Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow Mr. Chirico and Mr.

 

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COMPENSATION DISCUSSION & ANALYSIS ADMINISTRATION OF OUR COMPENSATION PROGRAMS

 

Larsson to use the car and driver for personal purposes — generally for their daily commutes — as we believe this accommodation enables them to be more productive during this time. The executives’ business and personal use of this amenity were significantly reduced during the pandemic, and we also covered commuting costs for all associates while our offices were closed.

 

We also lease a car and employ a driver who drives executives to and from meetings, and provides other services (such as messenger services), in Amsterdam, where our European headquarters is located. The majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes. Mr. Hagman utilizes services of the car and driver, including occasional personal use. Mr. Hagman also receives a monthly car allowance.

 

Sporting events. As part of certain marketing activities, including sponsorships of the New York Giants and the Brooklyn Nets, we previously had a limited number of tickets (including use of a suite) to Giants football games at MetLife Stadium and events at the Barclays Center. These were provided at no cost to us and were available to all of our associates on a non-discriminatory basis, so, at times, they may have been used personally by our NEOs. We also previously owned seats at MetLife Stadium for the New York Jets and rights for a box at Arthur Ashe Stadium for the United States Tennis Association’s U.S. Open. Although primarily used for business purposes, tickets to games, events and matches were, on occasion, used personally by associates, including our NEOs. The sponsorships were ended in 2020 and all sporting events that took place did so without fans in attendance.

 

ADMINISTRATION OF OUR COMPENSATION PROGRAMS

 

Stock Ownership Requirements

 

 

Executive officers are required to meet the ownership requirements within five years of becoming subject to them. As of the record date for the meeting, all of the NEOs and Mr. Larsson are in compliance with our stock ownership guidelines.

 

Use of Non-GAAP Results

 

Performance targets based on corporate or business unit performance are typically measured on a non-GAAP basis. The Compensation Committee determines at the time it establishes the targets certain types of expenses, costs, and other matters (such as acquisitions, divestitures, restructurings and any discrete tax events, including changes in tax rates or tax laws) that it believes should not affect the calculation of the achievement of a performance goal. Business unit performance targets also typically exclude corporate allocations, costs associated with corporate initiatives, and other matters that management recommends to the Committee should not be considered.

 

The corporate and business unit EBITDA targets discussed in this Proxy Statement all include adjustments and exclusions of the type discussed above. These adjustments and exclusions may differ from those used by management when providing guidance and discussing results. As a result, the earnings results and targets discussed in this CD&A may differ from, or may not in the future be aligned with, our reported results.

 

Timing of Equity Awards

 

Our equity award policy provides that the annual grant of stock options and restricted stock units to our senior executives, including our NEOs, generally will be approved by the Compensation Committee at a meeting held during the period commencing two days after the public release of the prior year’s earnings results and ending two weeks before the end of the first fiscal quarter of the current year. PSU awards are made later in the first quarter to provide time to finalize financial goals and, because the goals include stock price performance, so that the end of the performance cycle occurs shortly after we report our year-end earnings.

 

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COMPENSATION DISCUSSION & ANALYSIS ADMINISTRATION OF OUR COMPENSATION PROGRAMS

 

Equity awards may be made to our NEOs outside of the annual grant process in connection with a promotion or assumption of new or additional duties, or for another appropriate reason. All such grants to our NEOs must be approved by the Committee and generally will be made on the first business day of the month following the effective date of the precipitating event (or on the effective date, if it is the first business day of a month). The Committee retains the discretion not to make grants at the times provided in the equity award policy if the members determine the timing is not appropriate, such as if they are in possession of material non-public information. Additionally, the Committee retains the discretion to make grants, including an annual equity grant, at times other than as provided in the policy if the members determine circumstances, such as changes in accounting and tax regulations, warrant taking such an action. As discussed above, in 2020, we varied from the policy by granting equity awards in two tranches rather than one.

 

Prohibition on Pledging and Hedging

 

We have a comprehensive Insider Trading Policy that includes a prohibition on pledging our securities or holding our securities in a margin account. Additionally, the policy prohibits engaging in hedging, monetization and similar transactions in respect of our securities. This policy, applicable to all officers, directors and associates, was put in place to ensure that the interests of these individuals remain aligned with those of our stockholders, and that they continue to have the incentive to execute our long-term plans and achieve the performance for which their equity awards are intended.

 

Clawback Policy

 

Our Clawback Policy permits us to recover compensation in the event of a restatement of our financial statements or a material violation of a material company policy. Awards made under our stock and incentive compensation plans are subject to the Clawback Policy.

 

Internal Pay Equity

 

We do not have a policy regarding internal pay equity but we do review compensation levels to ensure that appropriate internal pay equity exists. In some cases, there are differences in the compensation packages awarded to our Named Executive Officers, such as differences in the percentage of base salary payable under our incentive awards. These differences are largely the result of benchmarking but also reflect considerations such as seniority and tenure. With these exceptions, our policies and decisions relating to our NEO compensation packages are substantially identical.

 

The following graphs show the ratios of Mr. Chirico’s target total direct compensation to that of the next highest paid executive officer and to that of all the other NEOs for each of the past three years.

 

CEO Target Total Direct Compensation vs. 2nd Highest Paid Named Executive Officer ($ in millions)		CEO Target Total Direct Compensation vs. All Other Named Executive Officers ($ in millions)

 

Federal Income Tax Deductibility of Executive Compensation

 

Through 2017, Section 162(m) of the Code generally limited to $1 million per year the amount a publicly held corporation could deduct as a business expense in respect of compensation paid to the company’s chief executive officer and the three other most highly compensated executive officers, other than the chief financial officer. The limit was subject to certain exceptions, including an exclusion for qualified performance-based compensation. Compensation paid or received under our incentive plans (other than solely time-based restricted stock and restricted stock units) generally was intended to satisfy the requirements for deductibility.

 

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COMPENSATION DISCUSSION & ANALYSIS RISK CONSIDERATIONS IN COMPENSATION PROGRAMS

 

Nonetheless, our compensation philosophy and decisions were and are driven by factors other than deductibility. In some instances, we determined it was in our best interest to provide compensation that was not fully deductible.

 

The U.S. Tax Cuts and Jobs Act of 2017 made certain changes to Section 162(m), effective for tax years beginning after December 31, 2017. These changes include subjecting the compensation of a company’s chief financial officer to the $1 million per year deduction limit and generally eliminating the exclusion for qualified performance-based compensation. We have not made any material changes to our compensation program in response to the legislation.

 

Employment Agreements, Termination of Employment, and Severance

 

We have employment agreements with all of our actively employed Named Executive Officers that generally provide them with severance benefits and provide PVH with the protections of restrictive covenants. We use employment agreements to attract and retain qualified executives who could have job alternatives they might otherwise accept. All the agreements, other than Mr. Chirico’s and Mr. Hagman’s, are evergreen. Mr. Chirico’s agreement terminates on December 31, 2021, and Mr. Hagman’s is subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment Contracts,” beginning on page 65. Exhibit B provides a list of the SEC filings that have an NEO employment agreement as an exhibit.

 

ClearBridge has advised us that the employment agreements for our U.S.-based executives provide benefits that are generally “market,” particularly within our industry peer group. The severance multipliers under the NEOs’ agreements are as follows:

 

NEO	Ordinary termination	Termination following change in control
EMANUEL CHIRICO1	Remaining portion of base salary through 12/31/2021	Remaining portion of base salary through 12/31/2021
MICHAEL A. SHAFFER	1.5x base salary and target bonus	2x base salary and target bonus
STEFAN LARSSON	2x base salary and target bonus	2x base salary and target bonus
CHERYL ABEL-HODGES	2x base salary and target bonus	2x base salary and target bonus
MARTIJN HAGMAN	1x base salary and target bonus	1x base salary and target bonus

1	Represents Mr. Chirico’s right to severance under his current employment agreement and not the employment agreement in effect on the last day of 2020. It differs from the severance presented elsewhere, including on the Potential Payments Upon Termination and Change in Control Provisions table.

 

Change in Control Provisions in Equity Plans and Awards

 

Awards under our Stock Incentive Plan vest after a change in control (provided the awards are assumed by the acquirer) upon the earlier of the original vesting date and a termination of employment (other than for cause or voluntarily without good reason) within two years of the change in control (i.e., double trigger).

 

RISK CONSIDERATIONS IN COMPENSATION PROGRAMS

 

Our compensation program is a pay-for-performance model; performance-based incentives constitute a significant portion of the compensation packages awarded to executives. We believe it is important to ensure that these incentives do not indirectly encourage our associates to take actions that may conflict with our long-term best interests. We address this concern in several ways.

 

Pay mix. We believe that base salaries, which do not engender risky behavior, are a sufficient component of total compensation to retain and motivate our executives. Incentive compensation consists of both short-term and long-term incentives, which encourages associates to focus on both short-term results and long-term sustainable performance. Although the majority of pay is variable, incentive compensation is heavily weighted towards long-term components. These factors discourage risk-taking.

 

Capped awards. The payouts on annual bonus and performance share unit awards are capped, even if our performance exceeds the predetermined goals. This mitigates the risk that associates may take unwise actions to enhance our performance.

 

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COMPENSATION DISCUSSION & ANALYSIS COMPENSATION COMMITTEE REPORT

 

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

 

Vesting over extended periods. Stock options and restricted stock units generally do not vest fully for four years. This lengthy vesting period discourages unnecessary or excessive risk-taking. Additionally, our Insider Trading Policy prohibits hedging and other activities that could offset the benefits of having these as long-term awards.

 

Performance metrics and goals. The earnings goals for annual bonus awards made to our senior executives, including the NEOs, are based upon our annual budgets, which are reviewed and approved by the Board. (The unique circumstances in 2020 required a different process, which is described on page 47). We believe these goals are sufficiently challenging but attainable without the need to take inappropriate risks or make material changes to our business or strategy. The bonuses payable under the annual management bonus programs, in which certain other executives participate, are based on the same performance measures as those that apply to NEO bonuses, which means that all of our associates are pursuing complementary goals, and all of those goals are consistent with stockholder interests. The one bonus plan we have in which associates may receive bonuses based upon financial metrics that differ from those in our Performance Incentive Bonus Plan and our annual management bonus program provides de minimis bonuses.

 

Recoupment. We adopted a Clawback Policy in 2018 that allows us to recover any incentive compensation paid or granted to any current or former Section 16 officer (the executives whose compensation is subject to Compensation Committee review and approval) in the event of a restatement of our financial statements or a material breach of a material company policy.

 

Equity ownership. Incentive compensation has a large stock component to it. The value of equity awards is best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines. Since our NEOs are required to hold a prescribed amount of our common stock, it is in their interest not to jeopardize stock appreciation.

 

ClearBridge identified the above items in a risk assessment of each component of the compensation program for our NEOs that was presented to the Compensation Committee. We believe the assessment is applicable to the potential risks arising in connection with compensating our associates as well, since the programs and metrics are similar. Accordingly, we do not believe there are any risks arising from our overall compensation program that are reasonably likely to have a material adverse effect on PVH.

 

COMPENSATION COMMITTEE REPORT

 

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

 

Compensation Committee

Amanda Sourry, Chair

Henry Nasella

Allison Peterson

Craig Rydin

 

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EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE

Executive Compensation Tables

 

SUMMARY COMPENSATION TABLE

 

The Summary Compensation Table includes the 2018, 2019 and 2020 compensation data for our Named Executive Officers, for the years in which they were executive officers.

 

Name and Principal Position	Fiscal Year	Salary ($)	Bonus1 ($)	Stock Awards2 ($)	Option Awards3 ($)	Non-Equity Incentive Plan Compensation4 ($)	Change in Pension Value and Non- qualified Deferred Compensation Earnings5 ($)	All Other Compensation6 ($)	Total ($)
EMANUEL CHIRICO7, Chairman and Chief Executive Officer, PVH Corp.	2020	1,125,000	0	8,000,143	2,000,364	3,000,000	2,168,800	114,628	16,408,935
	2019	1,500,000	0	8,000,329	2,024,580	1,965,000	3,720,516	253,888	17,464,313
	2018	1,450,000	0	8,008,708	2,054,910	4,736,850	609,305	205,831	17,065,604
MICHAEL A. SHAFFER, Executive Vice President and Chief Operating & Financial Officer, PVH Corp.	2020	890,625	0	1,400,225	802,274	950,000	743,344	59,629	4,846,097
	2019	941,667	0	6,400,307	810,655	622,250	1,326,467	89,669	10,191,015
	2018	916,667	0	1,399,812	809,280	1,460,483	233,719	89,336	4,909,297
STEFAN LARSSON7, President, PVH Corp.	2020	1,095,000	0	3,333,533	1,669,116	1,800,000	210,989	9,975	8,118,613
	2019	800,000	1,198,440	3,000,044	1,644,055	0	N/A	13,300	6,655,839
CHERYL ABEL-HODGES, Chief Executive Officer, Calvin Klein	2020	937,500	0	1,007,629	593,148	875,000	472,288	59,503	3,945,068
	2019	880,625	0	850,395	502,360	1,487,500	606,666	337,093	4,664,639
MARTIJN HAGMAN8, Chief Executive Officer, Tommy Hilfiger Global and PVH Europe	2020	770,372	0	1,750,124	352,606	767,515	N/A	33,228	3,673,845

1	Mr. Larsson’s employment agreement provided that his 2019 annual bonus would be paid out at target level, prorated for the number of days actually employed.
2	The compensation reported represents the aggregate grant date fair value of RSUs and PSUs granted in the fiscal year listed. These are multi-year awards that pay out in future years only if performance objectives and/or service requirements are met. The reported compensation includes the full grant date value of each award in accordance with SEC rules but we expense the cost over the period during which performance is measured or service is required.
	The following sets forth the breakdown between RSUs and PSUs of the referenced stock awards:

 

 

Name	Fiscal Year	Restricted Stock Units ($)	Performance Share Unit Awards ($)		Total Stock Awards ($)
EMANUEL CHIRICO	2020	3,000,059	5,000,084		8,000,143
	2019	3,000,282	5,000,047		8,000,329
	2018	3,000,067	5,008,641	a	8,008,708
MICHAEL A. SHAFFER	2020	800,156	600,069		1,400,225
	2019	5,800,251	600,056		6,400,307
	2018	800,577	599,235	a	1,399,812
STEFAN LARSSON	2020	1,666,720	1,666,813		3,333,533
	2019	1,500,012	1,500,032		3,000,044
CHERYL ABEL-HODGES	2020	592,805	414,824		1,007,629
	2019	500,319	350,076		850,395
MARTIJN HAGMAN	2020	1,550,057b	200,067		1,750,124

 

	a	Reflects grant date value. The performance cycle for these awards ended April 22, 2021. As certified on May 3, 2021, the performance criteria were not satisfied and therefore no shares were earned.
	b	Includes special RSU grants. See discussion on page 51.

 

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EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE

 

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

 

	2020	2019	2018
Weighted Average Grant Date Fair Value Per PSU	$64.81	$119.20	$159.04
Weighted Average Risk-Free Interest Rate	0.19%	2.13%	2.62%
Expected Annual Dividends Per Share	$0.15	$0.15	$0.15
Weighted Average Company Volatility	52.05%	30.26%	29.78%

 

The fair value of PSUs reflects the value of the award at the grant date based on the probable outcome of the performance conditions. Mr. Chirico's awards granted in 2020, 2019 and 2018 are each subject to a holding period of one year after the applicable vesting date. For such awards, the grant date fair value was discounted 15.94%, 6.20% and 7.09% respectively, for the restriction of liquidity, which we calculate using the Chaffe model. The value of PSUs on the grant date at the maximum performance payout level is shown in the following table and was calculated by multiplying the maximum number of shares payable by the closing price of our common stock on the grant date.

 

Name	2020	2019	2018
EMANUEL CHIRICO	$9,798,672	$10,256,024	$10,270,262
MICHAEL A. SHAFFER	989,340	1,154,596	1,141,532
STEFAN LARSSON	2,772,281	2,867,040	N/A
CHERYL ABEL-HODGES	683,927	669,011	N/A
MARTIJN HAGMAN	329,372	N/A	N/A

3	The compensation reported represents the aggregate  grant date fair value of stock options granted to each of our NEOs in the fiscal year listed. The fair value of each award is estimated as of the grant date using the Black-Scholes-Merton option valuation model.
	The following summarizes the assumptions used to estimate the fair value of stock options granted in the fiscal year listed:

	2020	2019	2018
Weighted Average Grant Date Fair Value Per Option	$23.26	$37.14	$51.60
Weighted Average Risk-Free Interest Rate	0.48%	2.15%	2.78%
Expected Annual Dividends Per Share	$0.15	$0.15	$0.15
Weighted Average Company Volatility	45.10%	29.88%	26.93%
Weighted Average Expected Option Term, In Years	6.25	6.25	6.25

4	The compensation reported consists of payouts under our Performance Incentive Bonus Plan and our Long-Term Incentive Plan earned with respect to performance cycles ended with the fiscal year listed, as follows:

Name	Fiscal Year	Performance Incentive Bonus Plan ($)	Long-Term Incentive Plan ($)	Total Non-Equity Incentive Plan Compensation ($)
EMANUEL CHIRICO	2020	3,000,000	N/A	3,000,000
	2019	1,965,000	N/A	1,965,000
	2018	4,736,850	N/A	4,736,850
MICHAEL A. SHAFFER	2020	950,000	N/A	950,000
	2019	622,250	N/A	622,250
	2018	1,460,483	N/A	1,460,483
STEFAN LARSSON	2020	1,800,000	N/A	1,800,000
	2019	0	N/A	0
CHERYL ABEL-HODGES	2020	875,000	N/A	875,000
	2019	550,000	937,500	1,487,500
MARTIJN HAGMAN	2020	767,515	N/A	767,515

 

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Executive Compensation Tables Summary Compensation Table

 

5	The compensation reported consists of the changes in values under our Pension Plan, our Supplemental Pension Plan and for Mr. Chirico’s capital accumulation program agreement as follows:

Name	Fiscal Year	Change in Pension Plan Value ($)	Change in Supplemental Pension Plan Value ($)	Change in Capital Accumulation Program Value ($)	Change in Pension Value and Non-qualified Deferred Compensation Earnings† ($)
EMANUEL CHIRICO	2020	124,706	1,993,631	50,463	2,168,800
	2019	217,911	3,330,178	172,427	3,720,516
	2018	21,923	555,942	31,440	609,305
MICHAEL A. SHAFFER	2020	113,739	629,605	N/A	743,344
	2019	234,020	1,092,447	N/A	1,326,467
	2018	8,248	225,471	N/A	233,719
STEFAN LARSSON	2020	19,734	191,255	N/A	210,989
	2019	N/A	N/A	N/A	N/A
CHERYL ABEL-HODGES	2020	80,588	391,700	N/A	472,288
	2019	139,021	467,645	N/A	606,666

 

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

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

Name	Fiscal Year	Perquisitesa ($)	Contributions to Defined Contribution Plansb ($)	Executive Medical Premiums ($)	Total ($)
EMANUEL CHIRICOC	2020	—	107,188	7,440	114,628
	2019	30,151	217,152	6,585	253,888
	2018	32,943	166,438	6,450	205,831
MICHAEL A. SHAFFER	2020	0	52,189	7,440	59,629
	2019	0	83,084	6,585	89,669
	2018	0	82,886	6,450	89,336
STEFAN LARSSON	2020	0	9,975	0	9,975
	2019	0	13,300	0	13,300
CHERYL ABEL-HODGES	2020	0	52,063	7,440	59,503
	2019	—	330,508	6,585	337,093
MARTIJN HAGMANd	2020	20,202	13,026	0	33,228

	a	A dash indicates that the NEO received a personal benefit but the amount was not required to be disclosed under SEC rules.
	b	For U.S.-based NEOs, this represents contributions to our our 401(k) plan and our Supplemental Savings Plan. For Mr. Hagman, this represents contributions to Zwitserleven Pensioen Plan (a defined contribution plan for our associates in our European headquarters in Amsterdam).
	c	The amount in the perquisite column represents personal use of a company car and driver. See discussion on page 56.
	d	The amount in the perquisite column represents a car allowance. See discussion on page 57.

7	For all of 2020, Mr. Chirico was the Chief Executive Officer and Mr. Larsson was President of PVH Corp. Mr. Larsson succeeded Mr. Chirico, who remains Chairman of the Board, effective February 1, 2021.
8	Mr. Hagman’s cash compensation was paid in euros and has been converted at average euro-to-U.S. dollar exchange rates for the applicable fiscal year. The rate for 2020 was 1.1508.

 

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Executive Compensation Tables Grants of Plan-Based Awards

 

GRANTS OF PLAN-BASED AWARDS

 

			Estimated Future Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards1			All Other Stock Awards:	All Other Option Awards Number of:	Exercise or	Grant Date Fair Value of
Name	Grant Date		Threshold ($)	Target ($)	Maximum ($)		Threshold (#)	Target (#)	Maximum (#)	Number of Shares of Stock or Units2 (#)	Securities Underlying Options3 (#)	Base Price of Option Awards ($/sh)	Stock and Options Awards ($)
EMANUEL	4/14/2020										49,200	47.96	990,888
CHIRICO	9/10/2020										35,100	67.05	1,009,476
	4/14/2020									23,576			1,130,705
	9/10/2020									27,880			1,869,354
	4/29/2020						19,627	39,253	78,506				2,133,401
	9/10/2020						20,743	41,486	82,972				2,866,683
	7/28/2020	4	750,000	1,500,000	3,000,000
MICHAEL	4/14/2020										19,700	47.96	396,758
A. SHAFFER	9/10/2020										14,100	67.05	405,516
	4/14/2020									6,288			301,572
	9/10/2020									7,436			498,584
	4/29/2020						2,210	4,419	8,838				282,728
	9/10/2020						1,911	3,822	7,644				317,341
	7/28/2020	4	237,500	475,000	950,000
STEFAN	4/14/2020										57,600	47.96	1,160,064
LARSSON	9/10/2020										17,700	67.05	509,052
	4/14/2020									18,412			883,040
	9/10/2020									11,688			783,680
	4/29/2020						8,785	17,570	35,140				1,124,129
	9/10/2020						3,268	6,536	13,072				542,684
	7/28/2020	4	450,000	900,000	1,800,000
CHERYL	4/14/2020										14,600	47.96	294,044
ABEL-HODGES	9/10/2020										10,400	67.05	299,104
	4/14/2020									4,660			223,494
	9/10/2020									5,508			369,311
	4/29/2020						1,528	3,055	6,110				195,459
	9/10/2020						1,321	2,642	5,284				219,365
	7/28/2020	4	187,500	375,000	875,000
MARTIJN	6/15/2020										8,600	50.17	182,922
HAGMAN	9/10/2020										5,900	67.05	169,684
	4/14/2020									2,360			113,186
	6/15/2020									396			19,867
	8/3/2020									24,376			1,200,030
	9/10/2020									3,236			216,974
	6/15/2020						737	1,473	2,946				87,644
	9/10/2020						677	1,354	2,708				112,423
	7/28/2020	4,5	230,160	460,320	767,515

 

1	These amounts represent potential payouts of PSU awards. See discussion on page 52.
2	These amounts represent RSU awards. See discussion on page 51.
3	These amounts represent stock option awards. See discussion on page 51.
4	These amounts represent potential payout opportunities for awards under our Performance Incentive Bonus Plan with respect to 2020 performance. Non-equity incentive payout opportunity reflects a 50% reduction of the payout opportunity as part of the company’s actions taken in response to the COVID-19 pandemic.
5	Potential cash payouts for Mr. Hagman have been converted at a euro-to-U.S. dollar exchange rate of 1.1508, which was the average exchange rate for 2020.

 

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

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

Stock Incentive Plan

 

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

 

Stock options

 

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

 

Death		Unvested stock options become exercisable and, together with already exercisable options, expire three months after the qualification of the representative of the participant’s estate (or such earlier date on which they are scheduled to expire).
Change In Control		Unvested stock options that are assumed by the acquirer continue on the same terms. Unvested stock options that are not assumed by the acquirer become immediately exercisable.
Disability		Unvested stock options become immediately exercisable and, together with already exercisable options, expire three months after the termination of employment (or such earlier date on which they are scheduled to expire).
Retirement1		Unvested stock options become immediately exercisable, except that awards granted in the year of retirement are forfeited if the participant retires prior to the last day of the calendar year of the grant. Stock options that vest, together with already exercisable options, expire three years after the retirement (or such earlier date on which they are scheduled to expire).
Voluntar y Termination/ Termination Without Cause/Termination For “Good Reason”2		Unvested stock options are forfeited.   Vested stock options expire three months after the termination of employment (or such earlier date on which they are scheduled to expire).

1	All stock options granted to Mr. Chirico starting in 2018 expire 10 years after grant, regardless of when he retires (other than retirement prior to the last day of the year of grant, in which case they are forfeited).

 

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

 

Restricted stock units

 

Unvested restricted stock units that are assumed by an acquirer upon a change in control will continue to vest on their original schedule and only vest in full on an accelerated basis after termination of employment (other than for “cause” or without “good reason,” as and if such terms are defined in a participant’s employment agreement, if any) within two years of the change in control (i.e., double trigger). All outstanding restricted stock units that are not assumed by an acquirer upon a change in control will vest in full on an accelerated basis upon the change in control. All outstanding restricted stock units vest in full in the event the recipient dies or the recipient’s employment terminates due to disability. In the event of retirement, restricted stock units generally vest in full, except that restricted stock units granted in the year of retirement are forfeited immediately if the recipient retires before December 31. When a recipient’s employment terminates for any other reason, unvested restricted stock units are forfeited immediately.

 

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

 

Performance share units

 

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

 

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

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

 

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

 

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

 

Performance Incentive Bonus Plan

 

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

 

Death		The participant’s estate will receive the target level bonus, prorated to reflect the portion of the performance cycle worked by the participant.
Change in Control		The participant will receive the target level bonus, prorated to reflect the portion of the performance cycle worked by the participant.
Disability/Retirement/ Termination Without Cause/Termination For “Good Reason”1		The participant will receive the payout, if any, that would have been payable for the performance cycle, prorated to reflect the portion of the performance cycle worked by the participant.

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

 

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

 

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

 

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Long-Term Incentive Plan

 

The following sets forth the effect on Long-Term Incentive Plan awards (including GRIP awards) of certain triggering events occurring during a performance cycle.

 

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

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

 

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

 

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

 

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EXECUTIVE COMPENSATION TABLES OUTSTANDING EQUITY AT FISCAL YEAR-END

 

OUTSTANDING EQUITY AT FISCAL YEAR-END

 

				Option Awards1								Stock Awards
Name		Date of Grant		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested2 (#)		Market Value of Shares or Units of Stock That Have Not Vested3 ($)		Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($)
EMANUEL		4/5/2012		46,300		0		91.88		4/5/2022
CHIRICO		5/1/2013		50,000		0		115.05		5/1/2023
		4/3/2014		46,200		0		124.53		4/3/2024
		4/2/2015		53,600		0		107.47		4/2/2025
		4/1/2016		69,900		0		99.39		4/1/2026
		4/7/2017		51,075		17,025		101.90		4/7/2027
		4/23/2018		19,500		19,500		160.26		4/23/2028
		4/5/2019		12,300		36,900		127.26		4/5/2029
		4/14/2020		0		49,200		47.96		4/14/2030
		9/10/2020		0		35,100		67.05		9/10/2030
		4/7/2017										4,339		369,943
		4/23/2018										8,948		762,906
		4/5/2019										16,904		1,441,235
		4/14/2020										22,539		1,921,675
		9/10/2020										26,653		2,272,435
		4/23/20184														16,022		1,366,036
		4/29/20195														19,627		1,673,398
		4/29/20207														78,506		6,693,422
		9/10/20209														82,972		7,074,193
MICHAEL		4/2/2015		3,500		0		107.47		4/2/2025
A. SHAFFER		4/30/2015		1,250		0		103.35		4/30/2025
		4/7/2017		0		4,625		101.90		4/7/2027
		4/6/2018		8,000		8,000		156.73		4/6/2028
		4/5/2019		4,925		14,775		127.26		4/5/2029
		4/14/2020		0		19,700		47.96		4/14/2030
		9/10/2020		0		14,100		67.05		9/10/2030
		4/7/2017										1,841		156,964
		4/6/2018										2,554		217,754
		4/5/2019										4,716		402,086
		6/3/2019										51,300		4,373,838
		4/14/2020										6,288		536,115
		9/10/2020										7,436		633,993
		4/23/20184														1,781		151,848
		4/29/20195														2,210		188,425
		4/29/20207														8,838		753,528
		9/10/20209														7,644		651,727
STEFAN		6/3/2019		13,375		40,125		87.72		6/3/2029
LARSSON		4/14/2020		0		57,600		47.96		4/14/2030
		9/10/2020		0		17,700		67.05		9/10/2030
		6/3/2019										12,825		1,093,460
		4/14/2020										18,412		1,569,807
		9/10/2020										11,688		996,519
		6/3/20196														16,342		1,393,319
		4/29/20207														35,140		2,996,036
		9/10/20209														13,072		1,114,519

 

PVH CORP. 2021 PROXY STATEMENT   |   73

 

 

EXECUTIVE COMPENSATION TABLES OUTSTANDING EQUITY AT FISCAL YEAR-END

 

				Option Awards1								Stock Awards
Name		Date of Grant		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested2 (#)		Market Value of Shares or Units of Stock That Have Not Vested3 ($)		Equity Incentive Plans Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plans Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 ($)
CHERYL		4/1/2016		950		0		99.39		4/1/2026
ABEL-HODGES		7/1/2019		3,800		11,400		95.26		7/1/2029
		4/14/2020		0		14,600		47.96		4/14/2030
		9/10/2020		0		10,400		67.05		9/10/2030
		4/7/2017										737		62,837
		4/6/2018										1,278		108,962
		4/5/2019										2,358		201,043
		7/1/2019										1,052		89,694
		4/14/2020										4,660		397,312
		9/10/2020										5,508		469,612
		7/1/20196														1,756		149,717
		4/29/20207														6,110		520,939
		9/10/20209														5,284		450,514
MARTIJN		4/28/2015		625		0		103.24		4/28/2025
HAGMAN		4/1/2016		1,450		0		99.39		4/1/2026
		6/15/2020		0		8,600		50.17		6/15/2030
		9/10/2020		0		5,900		67.05		9/10/2030
		4/7/2017										553		47,149
		4/6/2018										958		81,679
		4/5/2019										1,770		150,910
		7/1/2019										10,500		895,230
		4/14/2020										2,360		201,214
		6/15/2020										396		33,763
		8/3/2020										24,376		2,078,298
		9/10/2020										3,236		275,901
		6/15/20208														2,946		251,176
		9/10/20209														2,708		230,884

 

1	These awards consist of stock options that vest in four equal installments on each of the first four anniversaries of the grant date.
2	These awards consist of RSUs. Awards vest in four equal installments on each of the first four anniversaries of the grant date, except for the award granted to (1) Mr. Shaffer in June 2019, which vests 10% on each of the first and second anniversary of the grant date, 15% on each of the third and fourth anniversary of the grant date and 50% on the fifth anniversary of the grant date; and (2) Mr. Hagman in August 2020, which vests 25% on each of the first and second anniversary of the grant date and 50% on the third anniversary of the grant date. Awards granted to Messrs. Chirico and Shaffer in 2017 are also subject to the requirement that we achieve a specific level of adjusted net incomefor any one of the fiscal years during the performance cycle before they vest. The required level was achieved for all applicable awards as of January 31, 2021.
3	The market value of unvested RSUs and unvested PSUs was calculated by multiplying the number of units by $85.26, the closing stock price of our common stock on January 29, 2021, the last business day of 2020.
4	These awards consist of PSU awards that would have vested April 2021 if the performance criteria were satisfied. The above table shows the number of shares at threshold level, as the estimated payout as of the end of 2020 was below threshold-level performance. As certified on May 3, 2021, the performance criteria were not satisfied and therefore no shares were earned.
5	These awards consist of PSU awards that will vest in April 2022 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at threshold level, as the estimated payout as of the end of 2020 was below threshold-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. See discussion on page 71.
6	These awards consist of PSU awards that will vest in June 2022 if the performance criteria are satisfied. The above table shows the number of shares at target level for Mr. Larsson, as the estimated payout as of the end of 2020 was between threshold- and target-level performance. The above table shows the number of shares at threshold level for Ms. Abel-Hodges, as the estimated payout as of the end of 2020 was below threshold-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. See discussion on page 71.
7	These awards consist of PSU awards that will vest in April 2023 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at maximum level, as the estimated payout as of the end of 2020 was at maximum-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. See discussion on page 71.
8	These awards consist of PSU awards that will vest in June 2023 if the performance criteria are satisfied. The above table shows the number of shares at maximum level, as the estimated payout as of the end of 2020 was at maximum-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. See discussion on page 71.
9	These awards consist of PSU awards that will vest in September 2023 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at maximum level, as the estimated payout as of the end of 2020 was at maximum-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. See discussion on page 71.

 

74   |   PVH CORP. 2021 PROXY STATEMENT

 

 

EXECUTIVE COMPENSATION TABLES OPTION EXERCISES AND STOCK VESTED

 

OPTION EXERCISES AND STOCK VESTED

 

	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise1 ($)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting2 ($)
EMANUEL CHIRICO	0	0		21,163	912,825
MICHAEL A. SHAFFER	23,325	164,070		12,277	560,586
STEFAN LARSSON	0	0		4,275	235,168
CHERYL ABEL-HODGES	0	0		2,540	96,507
MARTIJN HAGMAN	0	0		1,905	72,381

 

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

 

PENSION BENEFITS

 

Name	Plan name	Number of Years Credited Service (#)	Present Value of Accumulated Benefit1 ($)	Payments During Last Fiscal Year ($)
EMANUEL CHIRICO	Pension Plan2	26.0833	1,146,667	0
	Supplemental Pension Plan2	26.0833	15,554,570	0
	Capital Accumulation Program3	10.0000	2,014,073	0
MICHAEL A. SHAFFER	Pension Plan2	29.5000	1,002,846	0
	Supplemental Pension Plan2	29.5000	4,269,375	0
STEFAN LARSSON	Pension Plan2	0.5833	19,734	0
	Supplemental Pension Plan2	0.5833	191,255	0
CHERYL ABEL-HODGES	Pension Plan2	13.0833	558,414	0
	Supplemental Pension Plan2	13.0833	1,820,741	0
MARTIJN HAGMAN	Pension Plan2	N/A	N/A	N/A
	Supplemental Pension Plan2	N/A	N/A	N/A

 

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

 

PVH CORP. 2021 PROXY STATEMENT| 75

 

 

EXECUTIVE COMPENSATION TABLES DEFINED BENEFIT PLANS

 

DEFINED BENEFIT PLANS

 

Pension Plan

 

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

 

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

 

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

 

Benefits under the Pension Plan are vested after five years of service or, if earlier, when the participant becomes totally and permanently disabled or reaches age 65. With the exception of Mr. Larsson, the benefits of our U.S.-based NEOs are fully vested.

 

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

 

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

 

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

 

76   |   PVH CORP. 2021 PROXY STATEMENT

 

 

EXECUTIVE COMPENSATION TABLES DEFINED BENEFIT PLANS

 

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

 

Years of Service

 

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

 

Years of Service

 

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

 

All of our U.S.-based NEOs, with the exception of Mr. Larsson, are eligible for subsidized early retirement benefits.

 

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

 

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

 

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

 

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

 

PVH CORP. 2021 PROXY STATEMENT   |   77

 

 

EXECUTIVE COMPENSATION TABLES DEFINED BENEFIT PLANS

 

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

 

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

 

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

 

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

 

Supplemental Pension Plan

 

Our Supplemental Pension Plan is a non-qualified defined benefit plan. Certain U.S.-based management and highly paid associates who are participants in our qualified Pension Plan, including our U.S.-based Named Executive Officers, are eligible for benefits under our Supplemental Pension Plan. This plan was created to provide deferred compensation to highly compensated individuals in an effort to promote continuity of management and increased incentive and personal interest in the welfare of PVH on the part of those who are or may become primarily responsible for shaping and carrying out our long-range plans and securing our continued growth and financial success.

 

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

 

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

 

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

 

◾	in a lump sum within 60 days of termination of employment;
◾	in a lump sum deferred until January 1 of the year following termination of employment;
◾	in five equal annual installments commencing in January of the year following termination of employment; or
◾	in ten equal annual installments commencing in January of the year following termination of employment (applicable for benefit accruals beginning January 1, 2019).

 

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

 

Benefits under our Supplemental Pension Plan are unsecured and generally are payable from our general assets. Payments will be delayed if and to the extent that payment within six months of the termination of employment would result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed pursuant to Section 409A will accrue interest during the deferral period at the 10-year Treasury bill rate in effect on the first business day of the plan year in which the delayed payment period commences.

 

78   |   PVH CORP. 2021 PROXY STATEMENT

 

 

EXECUTIVE COMPENSATION TABLES NON-QUALIFIED DEFERRED COMPENSATION

 

Capital Accumulation Program

 

Our capital accumulation program is a non-qualified defined benefit program that was created to retain a select group of senior executives. Under the program, participants are party to individual agreements under which participants who remain in our employ for a period of ten years from the date of their agreement are entitled to receive payments equaling a specified benefit after the termination of their employment. The benefit vests over a five-year period, commencing on the fifth anniversary of the execution of the agreement. Interest accrues on the benefit amount once it is fully vested and the participant has reached age 55. Interest is compounded annually and is equal to the average of the 10-year Treasury bill rate on the first day of each month until payment commences. The vested portion of the benefit (including any accrued interest) generally is paid in semi-monthly installments over a 10-year period commencing after the participant reaches age 65.

 

The agreements provide that if a participant’s employment is terminated following a change in control (as defined), the full undiscounted value of the future payments to be made to the participant under the program become immediately payable in a lump sum. The benefits under the agreements are forfeited upon a termination of a participant’s employment for cause. Each participant’s rights are subject to non-competition and non-disclosure restrictions that automatically terminate upon a change in control of PVH.

 

Mr. Chirico is the only NEO who is party to an agreement with us under the capital accumulation program; it provides for a benefit of $2,000,000. Payments will be delayed if and to the extent that payment within six months of the termination of employment would result in the imposition of additional taxes on Mr. Chirico pursuant to Section 409A of the Code. Payments delayed pursuant to Section 409A will accrue interest during the deferral period at a rate per annum, equal to the average of the 10-year Treasury bill rate in effect on the first day of each calendar month during the delay period.

 

NON-QUALIFIED DEFERRED COMPENSATION

 

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

 

Name	Executive Contributions in Last Fiscal Year1 ($)	Registrant Contributions in Last Fiscal Year1 ($)	Aggregate Earnings in Last Fiscal Year2 ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last Fiscal Year3 ($)
EMANUEL CHIRICO	194,425	97,213	145,825	—	8,401,668
MICHAEL A. SHAFFER	89,882	42,214	48,422	—	2,816,312
STEFAN LARSSON	—	—	—	—	—
CHERYL ABEL-HODGES	356,875	42,088	38,966	—	2,359,646
MARTIJN HAGMAN	N/A	N/A	N/A	N/A	N/A

 

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

 

Supplemental Savings Plan

 

Our Supplemental Savings Plan (“SSP”) is a non-qualified defined contribution plan that was designed to work in conjunction with our 401(k) plan to provide key executives and certain “highly compensated associates” (as defined under the Code) sufficient pre-tax retirement savings opportunities. The plan is available to associates with a minimum base salary of $150,000 who are eligible for and participate in our AIP, including all of our U.S.-based Named Executive Officers.

 

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

 

PVH CORP. 2021 PROXY STATEMENT   |   79

 

 

EXECUTIVE COMPENSATION TABLES POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS

 

Our Supplemental Savings Plan is an unfunded plan. Participant contributions and our matching contributions are not invested in actual securities or maintained in an independent trust for the exclusive benefit of plan participants. Instead, for technical and tax reasons, contributions to our Supplemental Savings Plan are retained as part of our general assets — a common corporate practice. Therefore, benefits are dependent on our ability to pay them when they become due.

 

Participant contributions, as well as our matching contributions for the NEOs, are measured against the 10-year Treasury bill. These contributions accrue interest based on the rate of return for 10-year Treasury bills, as established on January 1 of each calendar year. A participant’s before-tax contributions in our Supplemental Savings Plan are immediately fully vested. Our matching contributions vest ratably from the second through the fifth year of employment or, if earlier, when the participant reaches age 65, dies, or becomes totally and permanently disabled.

 

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

 

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

 

Payments will be delayed if and to the extent that payment within six months of the termination of employment would result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed pursuant to Section 409A will accrue interest during the deferral period at a rate per annum equal to the 10-year Treasury bill rate in effect on the first day of the plan year in which the deferral begins, or, if the deferral period extends beyond the close of the plan year, the interest rate for the remainder of the deferral period will equal the 10-year Treasury bill rate on the first day of the following plan year.

 

POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS

 

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

 

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

 

Emanuel Chirico		Voluntary Termination at January 31, 2021		Retirement at January 31, 2021		Death at January 31, 2021		Disability at January 31, 2021		Termination Without Cause or for Good Reason at January 31, 2021		Termination for Cause at January 31, 2021		Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20211
Severance Value2		$0		$0		$0		$0		$6,000,000		$0		$9,000,000
Performance Incentive Bonus Plan3		0		0		0		0		0		0		0
Long-Term Incentive Plan4		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Value of “in the money” unexercisable stock options5		2,474,331		2,474,331		2,474,331		2,474,331		2,474,331		0		2,474,331
Value of unvested restricted stock units6		6,768,195		6,768,195		6,768,195		6,768,195		6,768,195		0		6,768,195
Value of unvested performance share units7		13,767,614		13,767,614		5,755,168		13,767,614		13,767,614		0		13,767,614
Capital accumulation program8		2,014,073		2,014,073		2,116,314		2,014,073		2,014,073		0		2,386,341
Welfare benefits value9		0		0		0		0		43,298		0		64,947
Payout adjustment10		0		0		0		0		0		0		0
Total		$25,024,213		$25,024,213		$17,114,008		$25,024,213		$31,067,511		$0		$34,461,428

 

80   |   PVH CORP. 2021 PROXY STATEMENT

 

 

EXECUTIVE COMPENSATION TABLES POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS

 

Michael A. Shaffer		Voluntary Termination at January 31, 2021		Retirement at January 31, 2021		Death at January 31, 2021		Disability at January 31, 2021		Termination Without Cause or for Good Reason at January 31, 2021		Termination for Cause at January 31, 2021		Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20211
Severance Value2		$0		$0		$0		$0		$2,137,500		$0		$2,850,000
Performance Incentive Bonus Plan3		0		0		0		0		0		0		0
Long-Term Incentive Plan4		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Value of “in the money” unexercisable stock options5		0		0		991,571		991,571		0		0		991,571
Value of unvested restricted stock units6		0		0		6,320,750		6,320,750		0		0		6,320,750
Value of unvested performance share units7		0		0		634,914		273,493		273,493		0		634,914
Capital accumulation program8		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Welfare benefits value9		0		0		0		0		32,474		0		43,298
Payout adjustment10		0		0		0		0		0		0		0
Total		$0		$0		$7,947,235		$7,585,814		$2,443,467		$0		$10,840,533
Stefan Larsson		Voluntary Termination at January 31, 2021		Retirement at January 31, 2021		Death at January 31, 2021		Disability at January 31, 2021		Termination Without Cause or for Good Reason at January 31, 2021		Termination for Cause at January 31, 2021		Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20211
Severance Value2		$0		$0		$0		$0		$4,200,000		$0		$4,200,000
Performance Incentive Bonus Plan3		0		0		0		0		0		0		0
Long-Term Incentive Plan4		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Value of “in the money” unexercisable stock options5		0		0		2,470,797		2,470,797		0		0		2,470,797
Value of unvested restricted stock units6		0		0		3,659,786		3,659,786		0		0		3,659,786
Value of unvested performance share units7		0		0		1,260,048		1,423,440		1,423,440		0		1,260,048
Capital accumulation program8		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Welfare benefits value9		0		0		0		0		37,338		0		37,338
Payout adjustment10		0		0		0		0		0		0		0
Total		$0		$0		$7,390,631		$7,554,023		$5,660,778		$0		$11,627,969

 

PVH CORP. 2021 PROXY STATEMENT   |   81

 

 

EXECUTIVE COMPENSATION TABLES POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS

 

Cheryl Abel-Hodges		Voluntary Termination at January 31, 2021		Retirement at January 31, 2021		Death at January 31, 2021		Disability at January 31, 2021		Termination Without Cause or for Good Reason at January 31, 2021		Termination for Cause at January 31, 2021		Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20211
Severance Value2		$0		$0		$0		$0		$2,750,000		$0		$2,750,000
Performance Incentive Bonus Plan3		0		0		0		0		0		0		0
Long-Term Incentive Plan4		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Value of “in the money” unexercisable stock options5		0		0		733,964		733,964		0		0		733,964
Value of unvested restricted stock units6		0		0		1,329,459		1,329,459		0		0		1,329,459
Value of unvested performance share units7		0		0		269,204		236,516		236,516		0		269,204
Capital accumulation program8		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Welfare benefits value9		0		0		0		0		52,218		0		52,218
Payout adjustment10		0		0		0		0		0		0		(87,632)
Total		$0		$0		$2,332,627		$2,299,939		$3,038,734		$0		$5,047,213
Martijn Hagman		Voluntary Termination at January 31, 2021		Retirement at January 31, 2021		Death at January 31, 2021		Disability at January 31, 2021		Termination Without Cause or for Good Reason at January 31, 2021		Termination for Cause at January 31, 2021		Termination Without Cause or for Good Reason Upon Change in Control at January 31, 20211
Severance Value2,11		$970,880		$0		$0		$583,494		$1,456,320		$0		$1,456,320
Performance Incentive Bonus Plan3		0		0		0		0		0		0		0
Long-Term Incentive Plan4		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Value of “in the money” unexercisable stock options5		0		0		409,213		409,213		0		0		409,213
Value of unvested restricted stock units6		0		0		3,764,144		3,764,144		0		0		3,764,144
Value of unvested performance share units7		0		0		46,473		92,946		92,946		0		46,473
Capital accumulation program8		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Welfare benefits value9		0		0		0		0		0		0		0
Payout adjustment10		N/A		N/A		N/A		N/A		N/A		N/A		N/A
Total		$970,880		$0		$4,219,830		$4,849,797		$1,549,266		$0		$5,676,150

 

1	In the event of a change in control with no termination of employment in which the equity awards are not assumed by the acquirer, the NEO would be entitled to all amounts (if any) set forth in this column, except for the amounts set forth on the rows entitled Severance value and Welfare benefits value. In the event of a change in control with no termination of employment in which equity awards are assumed by the acquirer, the NEO would not be entitled to receive any of the amounts set forth in this column.
2	Severance is calculated in accordance with the applicable NEO’s employment agreement and for termination without cause or for good reason, is equal to a multiple of the sum of the NEO’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved. The target amounts included reflect the 50% reduction in bonus target percentages in 2020. Additionally, if Mr. Hagman voluntarily resigns, he is entitled to receive his base salary for 12 months. In the event of his disability, Mr. Hagman is entitled to receive statutory payments under Dutch law. See pages 68-69 for applicable multiples and further detail. Mr. Chirico entered into a transition agreement with us, dated January 31, 2021, and effective February 1, 2021, that superseded his employment agreement. If we terminate Mr. Chirico’s employment without cause after January 31, 2021 and prior to December 31, 2021, then he will be entitled to the remaining payments of base salary under the transition agreement through December 31, 2021. See page 68.
3	A participant generally must be employed by PVH on the last day of the applicable performance cycle to remain eligible to receive a bonus under our Performance Incentive Bonus Plan. Therefore, if a termination of employment or change in control had occurred on January 31, 2021, each NEO would have been entitled to receive his or her actual bonus and the termination event or change in control would not have triggered a payment.
4	No NEOs held Long-Term Incentive Plan awards in 2020.

 

82   |   PVH CORP. 2021 PROXY STATEMENT

 

 

EXECUTIVE COMPENSATION TABLES POTENTIAL PAYMENTS UPON TERMINATION AND CHANGE IN CONTROL PROVISIONS

 

5	Represents the value of unexercisable “in the money” stock options outstanding as of January 31, 2021, the vesting of which would accelerate upon death, disability, a change in control or retirement. In addition, if Mr. Chirico had terminated for any reason other than death or for cause, such termination would have been treated as his retirement. Therefore, Mr. Chirico’s unexercised stock options would have been subject to accelerated vesting under voluntary termination and termination without cause or for good reason. The value is equal to the difference between the closing price of our common stock on January 29, 2021, the last business day of 2020, and the per share exercise price of each stock option that would become exercisable, multiplied by the number of shares of our common stock receivable upon exercise.
6	Represents the value of unvested restricted stock units as of January 31, 2021, the vesting of which would accelerate upon death, disability, a termination of employment without cause or for good reason after a change in control, or retirement. In addition, if Mr. Chirico had terminated for any reason other than death or for cause, such termination would have been treated as his retirement. Therefore, Mr. Chirico’s unvested RSU awards would have been subject to accelerated vesting under voluntary termination and termination without cause or for good reason. See pages 65-69 for details of the employment agreements. The value is equal to the closing price of our common stock on January 29, 2021, the last business day of 2020, multiplied by the number of shares of our common stock receivable upon vesting.
7	Represents the payout levels (discussed below) of the unvested PSUs as of January 31, 2021 multiplied by the closing price of our common stock on January 29, 2021, the last business day of 2020. In the event of death or a change in control, the amounts are shown based on the amounts that would otherwise have been payable for the performance cycle if the target level of performance had been achieved. In the event of retirement, disability or termination without cause or for good reason, the amounts are shown based on actual performance as of January 31, 2021, as the actual performance for the entire performance period was not known as of January 31, 2021. In the event of death, disability, termination without cause or for good reason, and change in control, the amounts payable in respect of the PSU awards granted during 2018, 2019, April 2020 and September 2020 are prorated 92%, 58%, 25% and 13%, respectively, representing the portion of the relevant performance cycle actually worked by our NEOs as of January 31, 2021. In addition, if Mr. Chirico had terminated for any reason other than death or for cause, such termination would have been treated as his retirement. Therefore, Mr. Chirico’s unvested PSU awards would have been subject to accelerated vesting under voluntary termination and termination without cause or for good reason.
8	Mr. Chirico is the only Named Executive Officer who is party to an agreement with us under our capital accumulation program. See discussion on page 79. All benefits, other than the payment to be made in connection with a change in control, are paid monthly over a 10-year period. The payout shown includes the interest that Mr. Chirico would receive on the vested portion of his benefit for the period. Interest is assumed to begin accruing on the date (May 8, 2012) that he turned 55 and continues to accrue until payment. Interest is assumed to accrue at the average 10-year Treasury bill rate applicable under his agreement. The total value shown of the 120 payments is discounted to a present value using a rate of 3.04%.
	The capital accumulation program agreements do not specifically provide for payment upon retirement or disability. The amounts shown in the retirement and disability columns represent the amounts payable, if any, upon voluntary termination of employment.
	We do not have any obligation to make payments to Mr. Chirico in the event employment terminates for cause. The amounts shown in the Termination Without Cause or for Good Reason Upon Change in Control column represent a lump sum payment for the full benefit.
	Payments will be delayed if and to the extent payment within six months of the termination of employment would result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed pursuant to Section 409A will accrue interest during the deferral period at a rate per annum, equal to the average of the 10-year Treasury bill rate in effect on the first day of each calendar month during the delay period.
9	The amounts shown represent the cost of welfare benefits, including medical, dental, life and disability coverage, that our NEOs would have received under their employment agreements if their employment had been terminated without cause or for good reason on January 31, 2021. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for two years for Mr. Chirico, Mr. Larsson and Ms. Abel-Hodges and one and one half years for Mr. Shaffer, other than if the termination occurred within two years after a change in control. Those benefits would continue for three years for Mr. Chirico and two years for Ms. Abel-Hodges and Messrs. Shaffer and Larsson, if the termination occurred within two years after a change in control.
10	If any of our U.S.-based NEOs would become subject to the Federal excise tax on excess parachute payments under Section 4999 of the Code because of the amount of the executive’s termination payments under a change in control, then such termination payments will be reduced as necessary to maximize each NEO’s respective after-tax termination payout. It is projected that only Ms. Abel-Hodges would have had such a payment reduction if a termination upon a change in control had occurred on January 31, 2021.
11	Potential severance payments upon termination for Mr. Hagman have been translated at the euro-to-U.S. dollar exchange rate of 1.2136, which was the closing rate on January 29, 2021, the last business day of 2020.

 

PVH CORP. 2021 PROXY STATEMENT   |   83

 

 

CEO Pay Ratio Methodology

 

CEO Pay Ratio

 

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

 

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

 

METHODOLOGY

 

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

 

◾	We identified the median associate by using the actual earnings of our full-time, part-time, seasonal and temporary associates, which consisted of cash compensation, as compiled from our payroll records.
◾	We measured associate earnings using the one-year period ended October 31, 2020.
◾	Compensation paid in foreign currencies was converted to U.S. dollars using the foreign exchange rate monthly average for December 2020.
◾	The pay ratio disclosure rules provide a de minimis exemption that allows for the exclusion of non-U.S. associates constituting less than 5% of our total associate population from the calculation.

 

	•	Specifically, we excluded all 533 associates in Brazil, 439 associates in Poland, 425 associates in Russia and 336 associates in Turkey who were employed on November 5, 2020.
	•	After applying this exemption, 14,001 associates in the United States and 19,121 outside of the United States were considered to identify the median associate.

 

CALCULATION

 

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

 

84   |   PVH CORP. 2021 PROXY STATEMENT

 

 

Equity Compensation Plan Information

 

Equity Compensation Plan Information

 

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

 

	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column (a))
Name	(a)		(b)		(c)
Equity Compensation Plans Approved by Security Holders	2,971,5021		$40.412		4,819,434
Equity Compensation Plans Not Approved by Security Holders	–		–		–
Total	2,971,502		$40.41		4,819,434

 

1	Consists of (a) 1,470,253 shares of common stock underlying restricted stock units, (b) 473,569 shares of common stock underlying performance share units and (c) 1,027,680 shares of common stock underlying stock options.
2	The weighted average exercise price does not take into account performance shares, but does include restricted stock units. Excluding the restricted stock units, which have no exercise price, the weighted average exercise price is $98.23.

 

PVH CORP. 2021 PROXY STATEMENT   |   85

 

 

PROPOSAL 3

Ratification of the Appointment of Auditor

 

 

FEES PAID TO AUDITORS

 

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

 

	2020	2019
	($)	($)
Audit Fees1	7,426,000	7,007,000
Audit-Related Fees2	340,000	148,000
Tax Fees3	2,991,000	2,982,000
All Other Fees	—	—

 

1	Consists of fees for professional services performed for the audit of our annual financial statements, the audit of internal control over financial reporting in conjunction with the audit of our annual consolidated financial statements, and reviews of financial statements included in our Quarterly Reports on Form 10-Q. Audit fees also include services that are normally provided in connection with statutory filing requirements.
2	Includes fees that are related to accounting consultations concerning financial accounting and reporting standards and certain attestation services related to financial reporting.
3	Includes fees for services to assist us in the preparation of our tax returns and for the provision of tax advice. Such fees include tax compliance fees of $1,092,000 in 2020 and $653,000 in 2019.

 

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

 

86   |   PVH CORP. 2021 PROXY STATEMENT

 

 

Audit Committee Report

 

Audit Committee Report

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Audit & Risk Management Committee

Edward R. Rosenfeld, Chair

V. James Marino

Amy McPherson

 

PVH CORP. 2021 PROXY STATEMENT   |   87

 

 

Security Ownership of Certain Beneficial Owners and Management 5% Stockholders

 

Security Ownership of Certain Beneficial Owners and Management

 

5% STOCKHOLDERS

 

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

 

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

 

Name and Address of Beneficial Owner	Amount Beneficially Owned	Percent of Class
FMR LLC1	10,490,281	14.7
245 Summer Street
Boston, MA 02210
THE VANGUARD GROUP2	7,401,846	10.4
100 Vanguard Blvd.
Malvern, PA 19355
PZENA INVESTMENT MANAGEMENT, LLC3	7,375,531	10.3
320 Park Avenue, 8th Floor
New York, NY 10022
WELLINGTON MANAGEMENT GROUP LLP4	5,824,256	8.2
280 Congress Street
Boston, MA 02210
BLACKROCK, INC.5	3,991,748	5.6
55 East 52nd Street
New York, NY 10055

 

1	FMR LLC, a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)G), is the beneficial owner of 10,490,281 shares of our common stock, including 634,982 shares with respect to which it has sole voting power and as to all 10,490,281 of which it has sole dispositive power. Abigail P. Johnson, a Director, the Chairman and the Chief Executive Officer of FMR LLC, has the sole power to dispose of these 10,490,281 shares. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (the “Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. The above ownership reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by FMR LLC, certain of its subsidiaries and affiliates, and other companies (collectively, the “FMR Reporters”). The following entities own shares included in the above ownership: FIAM LLC, an investment advisor registered under Section 203 of the Investment Advisors Act of 1940; Fidelity Institutional Asset Management Trust Company, a bank as defined in Section 3(a)(6) of the Exchange Act; FMR Co. LLC, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940; and Strategic Advisers, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The above ownership does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with SEC Release No. 34-39538 (January 12, 1998). Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by FMR LLC on February 8, 2021, with the SEC.
2	The Vanguard Group, Inc. (“Vanguard”), an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E), may be deemed to be the beneficial owner of 7,401,846 shares of our common stock, including 95,802 shares with respect to which it has shared voting power, 7,148,777 shares of which it has sole dispositive power and 253,069 shares of which it has shared dispositive power. These amounts include the beneficial ownership by the following wholly-owned subsidiaries of Vanguard: Vanguard Asset Management, Limited; Vanguard Fiduciary Trust Company; Vanguard Global Advisors, LLC; Vanguard Group (Ireland) Limited; Vanguard Investments Australia Ltd; Vanguard Investments Canada Inc.; Vanguard Investments Hong Kong Limited; and Vanguard Investments UK, Limited. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Vanguard on February 10, 2021, with the SEC.

 

88   |   PVH CORP. 2021 PROXY STATEMENT

 

 

Security Ownership of Certain Beneficial Owners and Management 5% Stockholders

 

3	Pzena Investment Management, LLC (“Pzena”), an investment adviser registered under section 203 of the Investment Advisers Act, may be deemed to be the beneficial owner of 7,375,531 shares of our common stock, including 6,576,568 shares with respect to which it has sole voting power and as to all 7,375,531 of which it has sole dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Pzena on January 29, 2021, with the SEC.
4	Each of Wellington Management Group LLP (“Wellington Management”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1) (ii)(G), Wellington Group Holdings LLP (“Wellington Holdings”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), and Wellington Investment Advisors Holdings LLP (“Wellington Investment”), a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 5,824,256 shares of our common stock, including 5,188,181 shares with respect to which it has shared voting power and as to all 5,824,256 of which it has shared dispositive power. Wellington Management Company LLP, an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii) (E), may be deemed to be the beneficial owner of 5,502,533 shares of our common stock, including 4,969,053 shares with respect to which it has shared voting power and as to all 5,502,533 of which it has shared dispositive power. The shares included in the above ownership are owned of record by clients of the following investment advisers (the “Wellington Investment Advisers”): Wellington Management Company LLP; Wellington Management Canada LLC; Wellington Management Singapore Pte Ltd; Wellington Management Hong Kong Ltd; Wellington Management International Ltd; Wellington Management Japan Pte Ltd; and Wellington Management Australia Pty Ltd. Wellington Investment controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment is owned by Wellington Holdings. Wellington Holdings is owned by Wellington Management. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Wellington Management, Wellington Holdings, Wellington Investment and Wellington Management Company LLP on February 4, 2021, with the SEC.
5	BlackRock, Inc., a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 3,991,748 shares of our common stock, including 3,592,765 shares with respect to which it has sole voting power and as to all 3,991,748 of which it has sole dispositive power. The following entities own shares included in the above ownership: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock (Luxembourg) S.A.; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; BlackRock Fund Advisors; BlackRock Asset Management North Asia Limited; and BlackRock Fund Managers Ltd. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2020, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by BlackRock, Inc. on January 29, 2021, with the SEC.

 

PVH CORP. 2021 PROXY STATEMENT   |   89

 

 

Security Ownership of Certain Beneficial Owners and Management Directors, Nominees for Director, and Executive Officers

 

DIRECTORS, NOMINEES FOR DIRECTOR, AND EXECUTIVE OFFICERS

 

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

 

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

 

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

 

	Amount Beneficially Owned1	Percent of Class
CHERYL ABEL-HODGES	11,464	*
MARY BAGLIVO	15,459	*
BRENT CALLINICOS	9,710	*
GEORGE CHEEKS	0	–
EMANUEL CHIRICO	422,799	*
JOSEPH B. FULLER	25,620	*
MARTIJN HAGMAN	5,442	*
STEFAN LARSSON	49,579	*
V. JAMES MARINO	25,620	*
G. PENNY MCINTYRE	9,546	*
AMY MCPHERSON	5,853	*
HENRY NASELLA	26,820	*
ALLISON PETERSON	0	–
EDWARD R. ROSENFELD	10,710	*
CRAIG RYDIN	17,694	*
MICHAEL A. SHAFFER	43,447	*
AMANDA SOURRY	5,853	*
All Directors, Nominees For Director and Executive Officers as a Group (20 People)	706,219	1.0%

 

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

 

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

 

The Trustee of the trust for the PVH Stock Fund has the right to vote shares in the trust that are unvoted as of two days prior to the meeting in the same proportion as the vote by all other participants in the 401(k) plan who have cast votes with respect to their investment in the Fund. The committee that administers the 401(k) plan makes all decisions regarding the disposition of common stock held in the trust for the Fund, other than the limited right of a participant to receive a distribution of shares held for his or her benefit. As such, the committee may be deemed to be a beneficial owner of the common stock held in the trust. Mr. Shaffer and an

 

90   |   PVH CORP. 2021 PROXY STATEMENT

 

 

Delinquent Section 16(a) Reports

 

executive officer who is not an NEO are members of that committee. The figures in the table do not include shares in the trust for the Fund, other than those applicable to Mr. Shaffer’s and the other executive officer’s investment in the Fund, to the extent that, as members of the committee, they may be deemed to have beneficial ownership of the shares held in the trust. There were 363,487 shares of common stock (0.5% of the outstanding shares) held in the trust as of the record date.

 

The table also includes the following shares which each of the individuals and the group listed on the table have the right to acquire within 60 days of the record date upon the exercise of stock options granted to them: Cheryl Abel-Hodges, 8,400 shares; Emanuel Chirico, 400,250 shares; Martijn Hagman, 4,225 shares; Stefan Larsson, 41,150 shares; Michael A. Shaffer, 30,275 shares; and all of our directors, nominees for director and executive officers as a group, 492,900 shares.

 

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

 

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

 

Delinquent Section 16(a) Reports

 

Based upon our review of the filings furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934, and on representations from our officers and directors, all filing requirements under Section 16(a) were complied with during the fiscal year ended January 31, 2021, except for the Form 4 Statement of Changes In Beneficial Ownership that was filed in connection with an RSU grant to Mr. Hagman on August 3, 2020. The late filing was due to an administrative error.

 

PVH CORP. 2021 PROXY STATEMENT   |   91

 

 

General Information About the Annual Meeting

 

General Information About the Annual Meeting

 

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

 

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

 

 

92 | PVH CORP. 2021 PROXY STATEMENT

 

 

General Information About the Annual Meeting TECHNICAL ASSISTANCE

 

 

PVH CORP. 2021 PROXY STATEMENT   |   93

 

 

General Information About the Annual Meeting REQUIRED VOTE FOR EACH PROPOSAL

 

Required Vote for Each Proposal

 

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

 

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

 

 

94   |   PVH CORP. 2021 PROXY STATEMENT

 

 

Exhibit A

 

GAAP TO NON-GAAP RECONCILIATIONS

 

(DOLLARS AND SHARES IN MILLIONS, EXCEPT PER SHARE DATA)

 

		2020
		GAAP ($)				Adjustments(1) ($)				Non-GAAP ($)
Revenue - Consolidated			7,133
Tommy Hilfiger			3,636
Calvin Klein			2,638
Heritage Brands			858
Loss Before Interest and Taxes			(1,072)				(1,035)				(37)
Net Loss Per Common Share Calculation
Net Loss Attributable to PVH Corp.			(1,136)				(996)				(140)
Total Shares for Diluted Net Loss per Common Share			71								71
Diluted Net Loss per Common Share Attributable to PVH Corp.(2)			15.96								(1.97)

 

		2019
		GAAP				Adjustments(3)				Non-GAAP
		($)				($)				($)
Revenue - Consolidated			9,909
Tommy Hilfiger			4,712
Calvin Klein			3,668
Heritage Brands			1,529
Earnings Before Interest and Taxes			559				(372)				931
Net Income Per Common Share Calculation
Net Income Attributable to PVH Corp.			417				(294)				711
Total Shares for Diluted Net Income per Common Share			75								75
Diluted Net Income per Common Share Attributable to PVH Corp.			5.60								9.54

 

		2018
		GAAP				Adjustments(4)				Non-GAAP
			($)				($)				($)
REVENUE - CONSOLIDATED			9,657
Tommy Hilfiger			4,345
Calvin Klein			3,371
Heritage Brands			1,581
EARNINGS BEFORE INTEREST AND TAXES			892				(79)				971
NET INCOME PER COMMON SHARE CALCULATION
Net Income Attributable to PVH Corp.			746				4				742
Total Shares for Diluted Net Income per Common Share			77								77
Diluted Net Income per Common Share Attributable to PVH Corp.			9.65								9.60

 

1

Adjustments for 2020 represent the elimination of (i) the expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest that was recognized in connection with the acquisition of the approximately 78% interest in Gazal Corporation Limited (“Gazal”) that we did not already own (the “Australia acquisition”), (ii) the noncash impairment charges related to goodwill, tradenames, other intangible assets, and store assets, as well as an equity method investment, primarily as a result of the significant negative impacts of the COVID-19 pandemic on our business; (iii) the noncash net loss related to the sale of the Speedo North America business in April 2020 (the “Speedo transaction”) and the resulting deconsolidation of the net assets of the business; (iv) the costs in connection with the consolidation within our warehouse and distribution network in North America; (v) the costs in connection with the reduction in the North America office workforce announced in July 2020 (the “North America workforce reduction”), primarily consisting of severance; (vi) the costs in connection with the planned exit from the Heritage Brands Retail business announced in July 2020, consisting of severance, noncash asset impairments, and accelerated amortization of lease assets and other costs; (vii) the recognized actuarial gain on retirement plans; (viii) the discrete tax expense related to the remeasurement of certain of our net deferred tax liabilities in connection with the enactment of legislation in the Netherlands; and (ix) the tax effects associated with the other foregoing pre-tax items.

 

PVH CORP. 2021 PROXY STATEMENT   |   A-1

 

 

2	Diluted net loss per common share attributable to PVH for 2020 excluded all potentially dilutive securities because there was a net loss attributable to PVH for the period and, as such, the inclusion of these securities would have been anti-dilutive.
3	Adjustments for 2019 represent the elimination of (i) the costs incurred related to the restructuring associated with the strategic changes for our Calvin Klein business announced in January 2019 (the “Calvin Klein restructuring”); (ii) the costs incurred in connection with the closure of our TOMMY HILFIGER flagship and anchor stores in the United States (the “TH U.S. store closures”), primarily consisting of noncash lease asset impairments; (iii) the costs incurred in connection with the refinancing of our senior credit facilities; (iv) the costs incurred related to the Australia acquisition and the acquisition of the Tommy Hilfiger retail business in Central and Southeast Asia from our previous licensee in that market (the “TH CSAP acquisition”), primarily consisting of noncash valuation adjustments; (v) the noncash gain recorded to write up our previously held equity investments in Gazal and PVH Brands Australia Pty. Limited (“PVH Australia”) to fair value in connection with the Australia acquisition; (vi) the one-time costs recorded on our equity investments in Gazal and PVH Australia prior to the Australia acquisition closing; (vii) the costs incurred in connection with the agreements to terminate early the licenses for the global Calvin Klein and Tommy Hilfiger North America socks and hosiery businesses (the “Socks and Hosiery transaction”) in order to consolidate the socks and hosiery businesses for all of our brands in North America in a newly formed joint venture and to bring in-house the international Calvin Klein socks and hosiery wholesale businesses; (viii) the expense resulting from the remeasurement of a mandatorily redeemable non-controlling interest recognized in connection with the Australia acquisition; (ix) the noncash loss related to the Speedo transaction; (x) the recognized actuarial loss on retirement plans; (xi) the discrete tax benefit related to the write-off of deferred tax liabilities in connection with the Speedo transaction; and (xii) the tax effects associated with the other foregoing pre-tax items.
4	Adjustments for 2018 represent the elimination of (i) the costs incurred related to the acquisition of the 55% interest in TH Asia, Ltd. (“TH China”), our former joint venture for TOMMY HILFIGER in China, that we did not already own (the “TH China acquisition”), consisting of noncash amortization of short-lived assets; (ii) the costs related to the Calvin Klein restructuring; (iii) the recognized actuarial loss on retirement plans; (iv) the discrete tax benefit related to the remeasurement of certain net deferred tax liabilities in connection with the enactment of legislation in the Netherlands; (v) the discrete net tax benefit recorded in connection with the U.S. Tax Cuts and Jobs Act of 2017; and (vi) the tax effects associated with the foregoing pre-tax items.

 

A-2   |   PVH CORP. 2021 PROXY STATEMENT

 

 

Exhibit B

 

NEO EMPLOYMENT AGREEMENTS

 

Name		Description			SEC Filing
EMANUEL CHIRICO		◾	Third Amended and Restated Employment Agreement		◾	Current Report on Form 8-K filed on May 22, 2019, Exhibit 10.2
		◾	Salary Reduction Consent and Waiver		◾	Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.1
		◾	Transition Agreement		◾	Current Report on Form 8-K filed on February 1, 2021, Exhibit 10.2
MICHAEL A. SHAFFER		◾	Second Amended and Restated Employment Agreement		◾	Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.30
		◾	First Amendment to Second Amended and Restated Employment Agreement		◾	Current Report on Form 8-K filed January 28, 2011, Exhibit 10.2
		◾	Salary Reduction Consent and Waiver		◾	Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.3
STEFAN LARSSON		◾	Employment Agreement		◾	Current Report on Form 8-K filed on May 22, 2019, Exhibit 10.1
		◾	Salary Reduction Consent and Waiver		◾	Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.3
		◾	First Amendment to Employment Agreement		◾	Current Report on Form 8-K filed on February 1, 2021, Exhibit 10.1
CHERYL ABEL-HODGES		◾	Employment Agreement		◾	Current Report on Form 8-K filed on February 14, 2020, Exhibit 10.1
		◾	Salary Reduction Consent and Waiver		◾	Quarterly Report on Form 10-Q for the period ended May 3, 2020, Exhibit 10.3
MARTIJN HAGMAN		◾	Employment Agreement		◾	Annual Report on Form 10-K for the fiscal year ended January 31, 2021, Exhibit 10.25

 

PVH CORP. 2021 PROXY STATEMENT   |   B-1