PVH+ Plan.

We are brand builders who focus our passion and creativity to
build Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world.

THE GROWTH DRIVERS

The regional growth opportunities

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Dear Fellow Stockholders

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2022 Business Highlights

Our Calvin Klein and Tommy Hilfiger businesses continued to exhibit underlying strength in 2022, despite the increasingly challenging macroeconomic environment. It was a year that included an unprecedented number of external headwinds, including the war in Ukraine, decades high strength of the U.S. dollar and inflation globally, and continued COVID-19 disruptions.

We intensified our focus on driving growth through the disciplined execution of our multi-year, brand-focused, direct-to-consumer and digitally led PVH+ Plan strategy. The PVH+ Plan is designed to accelerate growth by building on our core strengths and connecting Calvin Klein and TOMMY HILFIGER closer to the consumer than ever before through five key drivers: Win with product; Win with consumer engagement; Win in the digitally led marketplace; Develop a demand- and data-driven operating model; and Drive efficiencies and invest in growth.

We delivered over $9 billion of revenue and an EBIT margin of nearly 10% in 2022. Revenue was down 1% from 2021, which includes the impacts of foreign exchange, business exits and the war in Ukraine. Revenue was up 5%* on a constant currency basis, reflecting the power of our two global iconic brands, Calvin Klein and TOMMY HILFIGER, and our delivering strong hero products, engaging closely with consumers, and elevating the customer experience.

Underscoring our strong financial position and cash flow generation, we refinanced our senior credit facilities and repurchased approximately $400 million of stock as part of a $1.0 billion increase to the company’s stock repurchase authorization.

Moving forward, we will first and foremost continue investing in our business to fuel our growth, while appropriately deploying our excess cash to deliver returns to our stockholders.

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The following shows our performance against our peer group for the one- and three-year periods ended 2021 based on revenue growth, EBIT growth, and overall ranking, as well as based on total stockholder return (“TSR”) for the three-year period.

1   EBIT growth is based on non-GAAP amounts, as reported by us.

2   Overall percentile ranking excludes TSR vs. Russell 3000.

Source: TSR from Standard & Poor’s Capital IQ.

Executive Compensation Highlights (page 41)

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Compensation Mix

1  See discussion under the heading “Peer Group” on page 53 for a description of our compensation peer group and the identification of the constituent companies. Excludes Tapestry, Inc. CEO because the specific pay mix was not disclosed at the time our compensation decisions were made.

2  Excludes Mr. Holmes. See discussion on page 43.

Governance Highlights (page 19)

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

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2022 Governance Actions

2022 continued our pursuit of excellence in governance matters, along with our commitment to corporate responsibility.

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Proposal 1:
Election of Directors

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Nominees for Election

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Directors Not Standing for Re-Election

We are extremely appreciative for the long and dedicated service to PVH of Messrs. Fuller and Marino, who are retiring as directors.

For over 30 years, we have benefited from the tremendous contributions of Joseph B. Fuller. During that time, he has provided strong leadership on the Board and effective counsel to five Chief Executive Officers. Mr. Fuller played an instrumental role as we grew from a North America menswear company to one of the largest global apparel companies in the world. As Chair of our Nominating, Governance & Management Development Committee from 2003 through March 2023, Mr. Fuller ensured our governance was always aligned with best practices.

James Marino has provided strong leadership on the Board during his 16 years of service, including most recently as a vital member of our Audit & Risk Management Committee. He also was for many years a member of our Nominating, Governance & Management Development Committee. With valuable experience gained as a CEO of a consumer products company that he led through a successful sale during his tenure on our Board. Mr. Marino has been an effective member of our Board and counsel to our Chief Executive Officers in connection with market perspectives, consumer insights, mergers and acquisition activity, and other matters.

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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. Larsson, our CEO, is not independent, and that each of our other current directors is independent.

In making these independence determinations, the Board of Directors considers whether a director has or had a relationship with PVH that would disqualify the individual from being considered independent under applicable regulations, that would require disclosure 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. 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.

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

Leadership Structure of the Board

The Board believes that no single leadership model is necessarily best for PVH. Historically the Board had a combined Chair and CEO with an independent presiding director. With the retirement of our former CEO as Chair at the end of calendar 2021, we made the decision to have an independent, non-executive Chair. The Board believes that having an independent director serve as Chair is the most effective leadership structure for the Board right now as it allows Mr. Larsson to focus on his responsibilities as Chief Executive Officer, including the execution of the PVH+ Plan. Mr. Calbert’s background as a public company director with extensive Chair experience, along with his deep expertise in the retail and consumer sectors, makes him qualified for the Chair role.

We do not anticipate a situation in the foreseeable future where we would recombine the roles of Chair and CEO. Our Corporate Governance Guidelines provide that, if the Chief Executive Officer (or another associate) serves as Chair, or the Chair otherwise is not independent, the Nominating, Governance & Management Committee must nominate, and the independent directors must elect, an independent director to serve as presiding director. Any independent director serving as presiding director will have duties similar to those described for the Chair.

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

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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 (no less often than annually) 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 areas of responsibility, as summarized below. In performing this function, each committee has full access to management, as well as the authority to engage advisors. Committee chairs report on their committees’ activities, including agenda items relating to risk, at each Board meeting following a committee meeting, and can raise risk issues with the full Board at that time. The Board and each of its committees also meets with, receives reports from, and works with management to navigate our company and businesses through the impacts of macroeconomic events, such as the COVID-19 pandemic, as we seek to mitigate the effects through business, operational, financial and human capital management initiatives.

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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.

The Nominating, Governance & Management Development Committee will consider retaining an outside consultant to assist with an assessment of the Board and the directors after it completes the current phase of the refreshment program.

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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. Our refreshment process is designed to ensure we have the appropriate breadth and depth of experience on the Board to effectively perform the Board’s responsibilities. The addition of four new independent directors in less than four years, and the fact that only three nominees have a tenure of more than seven years and none more than ten years, demonstrates 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, as well as skills that governance and self-regulatory organizations consider when evaluating boards of directors. Using directors’ self-assessments and assessments from the other directors and 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 regularly 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 and evolving governance practices, to determine whether we need to add directors with specific qualities or skills. As part of the Board’s refreshment process, the Committee reviewed the skills matrix and decided to expand the desired skills and experience to ensure the composition of the Board remains appropriate, including taking into account the company’s PVH+ Plan strategy announced in 2022.

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Director Nominee Skills

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

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

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

● Experience obtained as a result of directly overseeing the human capital management function.

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 third-party search and recruiting firms retained for that purpose (as was the case with our newest independent directors), 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 will be evaluated in substantially the same way we evaluate candidates identified by the Committee.

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Proxy Access

We have a proxy access provision in our By-Laws. This provision allows qualified stockholders to nominate director candidates for election to our Board, and for those director candidates to be included in our proxy materials. Under the proxy access provision, 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 provision before recommending it to the Board for approval. We believe the provision gives stockholders a meaningful opportunity to participate in the director nomination process, while also imposing reasonable thresholds to avoid unnecessary administrative costs and to ensure the nominating stockholders have an appropriate and genuine interest in PVH and its governance.

Mandatory Retirement

Directors cannot be nominated for re-election if they will be 72 years old on the date of the applicable annual meeting. The Board believes that imposing a mandatory retirement age is an effective way to ensure director refreshment.

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Our discussions with stockholders in 2022 often were focused on our recently unveiled PVH+ Plan, which is focused on unlocking the full potential of our global, iconic brands, Calvin Klein and TOMMY HILFIGER, by connecting them closer to where the consumer is going than any time before through a digitally-, consumer- and brand-led approach.

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 On-Boarding

We believe a wide-ranging orientation is important in positioning new directors for success, so we conduct a comprehensive on-boarding process. Our Board orientation 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 the members of our Executive Leadership Team and others. For example, the Chief Executive Officer will brief new directors on current business; the Chief Financial Officer will speak about our financial performance and capital structure; the Chief Strategy Officer will discuss strategy; the General Counsel will discuss corporate governance, periodic reporting and stock-related matters; the Chief People Officer will report on human resources strategies, key talent and succession planning; and the leader of our Investor Relations team will discuss the stockholder base and investor relations. In addition, senior executives of our brand businesses provide an overview of their respective businesses. The orientation extends to the Board committees on which a new director will sit and includes an introductory session with the Chair or other committee members and potentially executives and outside advisors who work with the committee. Securities and Exchange Commission (“SEC”) filings and other information are provided as a background resource. We endeavor to have all new directors visit our European headquarters in Amsterdam within their first year of service.

Ongoing Director Education

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. To help directors use the site more efficiently, programs, conferences and classes recommended by other directors and our Talent Development Team are flagged.

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 confirm the subject matter is appropriate for the director and their role. We recommend courses that directors have found worthwhile, and directors can identify other programs they think will support them in their roles. Directors attended six external courses and conferences in 2022 on topics including executive compensation, investor priorities and board committee functions.

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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 from 2020 through 2022, but we have scheduled a trip to our European headquarters for 2023.

Management Succession Planning

The Nominating, Governance & Management Development Committee engages in detailed succession planning. Succession plans for the Chief Executive Officer and the senior management team are reviewed regularly by the CEO and Chief People Officer with the Committee. Status reports on talent and succession plans are presented to the full Board two times a year.

The succession planning process includes both identifying and developing plans for promising internal candidates and monitoring external talent. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises.

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Meetings

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 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.

Executive Sessions

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

Our independent directors also meet at the end of each regular meeting (and other times) in executive session to discuss Board presentations, management performance, and the performance of our Chief Executive Officer. Our Chair (or if the Chair is not an independent director, the presiding director) leads these sessions.

CEO Evaluation

The Chair (or if the Chair is not an independent director, the presiding director) meets with our Chief Executive Officer at least annually to discuss the Board’s feedback on the CEO’s performance and suggest areas for improvement. The feedback is elicited through a written performance evaluation completed by each director that solicits both quantitative and qualitative responses regarding five key areas of performance: Leadership and People; Strategic Planning; Financial Results; External Relations; and Board Relations.

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Transactions With Related Persons

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

No transactions met these criteria in 2022.

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 and 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 independent Chair or presiding director (as applicable), 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 and Ethics, 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.

How to Contact the Board

Stockholders and other interested parties may send communications to the Board of Directors (or one or more individual directors, such as the non-management directors or the Chair). Any such communication should be addressed to the Board (or individual director) in care of the Secretary of PVH Corp., 285 Madison Avenue, New York, New York 10017.

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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.

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Director Compensation

Annual Retainers

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

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

Compensation for our non-employee directors is reviewed annually. In June 2022, upon the recommendation of the Nominating, Governance & Management Development Committee, the Board approved increases to the annual cash retainer (from $95,000), the annual equity grant (from $160,000 grant date value), and the annual cash retainer for the Chair of the Audit and Risk Management Committee (from $40,000) to the amounts shown above. The Board also approved adding an annual equity grant for the non-executive Chair of approximately $200,000.

Non-employee directors who join the Board after our annual meeting are paid a pro rata portion of the applicable fees for the year but do not receive an award of RSUs. We would 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.

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Proposal 2
Advisory Vote on Executive Compensation

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Proposal 3
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

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Compensation
Discussion & Analysis

Executive Summary

2022 Performance Highlights

Our Calvin Klein and Tommy Hilfiger businesses continued to exhibit underlying strength in 2022, despite the increasingly challenging macroeconomic environment. It was a year that included an unprecedented number of external headwinds, including the war in Ukraine, decades-high strength of the U.S. dollar and inflation globally, and continued COVID-19 disruptions. We intensified our focus on driving growth through the disciplined execution of our multi-year, brand-focused, direct-to-consumer and digitally led PVH+ Plan, which we announced at our Investor Day in April 2022. This business focus included a strong emphasis on driving product strength and consumer engagement, significantly upgrading our supply chain capabilities to become more demand-driven, and simplifying how we work, resulting in substantial cost efficiencies. Our iconic global brands, Calvin Klein and TOMMY HILFIGER, have high consumer relevance, and we are in the early phase of the multi-year PVH+ journey to unlock their full potential.

The PVH+ Plan is our strategy to accelerate growth by building on our core strengths and connecting Calvin Klein and TOMMY HILFIGER — each with high global brand awareness and deep consumer loyalty – more closely to the consumer than ever before through five key drivers:

•   Win with product: We are developing the best hero products in the market across key growth categories, with a focus on expanding in large and growing global demand spaces where our iconic brands resonate most with consumers, underpinned by a focus on sustainability. For TOMMY HILFIGER, we are globalizing our strong product assortment to build capabilities that deliver products to meet unique local demand across the world. For Calvin Klein, we are doubling down on the key essential products the brand is known for, and staying true to the brand’s DNA.

•   Win with consumer engagement: We are driving digital-first, 360-degree consumer engagement built around brand, hero products and key consumer moments, and partnering with the best creators in the industry to meet consumers on their terms in new and engaging ways.

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•   Win in the digitally led marketplace: Consumers of today shop digitally first and expect seamless integration of their physical and digital experiences. We are focused on accelerating digital growth by building a holistic distribution strategy for Calvin Klein and TOMMY HILFIGER, led by digital and direct-to-consumer channels, and supported by key wholesale partnerships.

•   Develop a demand- and data-driven operating model: We are developing a demand- and data-driven operating model, starting with a systematic and repeatable product creation model that puts the consumer first and leverages data to bring new and fresh products to market with speed and agility.

•   Drive efficiencies and invest in growth: We are relentlessly focused on driving efficiencies to become more cost-competitive and reinvesting in key strategic growth drivers. We are simplifying how our teams work and identifying efficiencies to fuel initiatives with the greatest positive impact and strongest return. We are actively streamlining our organization and simplifying our ways of working to drive efficiencies and enable continued strategic investments. This will allow us to fuel growth in important areas, including digital, supply chain and consumer engagement.

These five foundational drivers apply to each of PVH’s businesses and are activated in the regions to reflect consumer differences and their unique expectations. Leveraging the full power of Calvin Klein and TOMMY HILFIGER, we are building on our market-leading strength in Europe, accelerating from strength in Asia Pacific, and unlocking the full potential of the strength of our brands in the Americas.

We delivered over $9 billion of revenue and an EBIT margin of nearly 10%* in 2022. Revenue was down 1% from 2021, which includes the impacts of foreign exchange, business exits and the war in Ukraine. Revenue was up 5% on a constant currency basis, reflecting the power of our two global iconic brands, Calvin Klein and TOMMY HILFIGER, and our ability to deliver strong hero products, engage closely with consumers, and elevate the customer experience.

Our international businesses continued to execute well across both brands, even as macro conditions became increasingly challenging in Europe and COVID-19 impacts continued in Asia, particularly in China. In North America, we are encouraged by positive performance indicators, especially how consumers are responding to and engaging with our brands and new products. As a next step in unlocking the full potential of our brands in this market, we announced that we are responsibly bringing in-house certain licensed categories, most notably our women’s apparel categories under both brands, over a multi-year timeline. By bringing these core product categories in-house over time, we believe we will be able to draw on the power and expertise of our global brand teams and have them fully connected to the demand-driven supply chain we are developing.

In addition, underscoring our strong financial position and cash flow generation, we refinanced our senior credit facilities and repurchased approximately $400 million of stock as part of a $1.0 billion increase to the company’s stock repurchase authorization. Moving forward, we will first and foremost continue investing in our business to fuel our growth, while appropriately deploying our excess cash to deliver shareholder returns.

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2022 Compensation Highlights

In 2022, we continued to move our compensation program closer to our pre-pandemic program by awarding 50% of our PSUs subject to a three-year EBIT goal rather than having a one-year EBIT goal and a two-year additional vesting period as in 2021. We also considered in establishing the program for the year the volatility and uncertainty in our business and the market. A variety of factors contributed to this instability, including continuing, strict COVID-19 restrictions in China and impacts throughout Asia, as well as the war in Ukraine. The war had commenced shortly before awards were granted and had already resulted in what at the time was the temporary closure of our businesses in Ukraine, Russia and Belarus.

•   The financial measures for annual bonuses continued to be corporate (consolidated PVH) EBIT and, for NEOs who lead business units, EBIT for their business units, in each case subject to exclusions consistent with those used in past years.

•   Threshold and maximum performance goals were set at wider ranges below and above the target goal than prior to the pandemic years, but similar to 2021. This addressed anticipated continued volatility and the uncertain business environment, as discussed above.

•   PSU awards were subject to three-year EBIT goals, up from one-year goals in 2021, and relative TSR over a three-year period against a custom-selected industry peer group, with 50% of each award subject to one of the measures.

The table below shows the principal elements of the compensation program for our Named Executive Officers and the target values attributable to each element for 2022, subject to the following:

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

•   Annual bonuses are shown at the target-level payouts.

•   RSUs, stock options and performance share units are shown at the grant date value.

1   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.

2   Amounts shown for Mr. Coughlin are at full year values and do not reflect that he joined PVH in April 2022. Includes 10,564 RSUs (grant date value of $789,870) awarded to Mr. Coughlin to make up for awards from his previous employer when he joined PVH. See page 51. These RSUs vest at a rate of 50% on each of the first two anniversaries of the grant date.

3   Mr. Holmes’ compensation package reflects his ongoing role as Executive Vice President and Controller.

4   Amounts shown for Ms. Donnelly are at full year values and do not reflect her departure in November 2022.

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Compensation Best Practices

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

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Executive Compensation Overview

Elements of Compensation

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

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 bonus and PSU award structure, the grant date value of their stock options, RSU and PSU awards, and the allocation among these elements. We do not prescribe a specific formula for the mix of pay elements other than to favor variable performance-based pay over fixed, and long-term pay over short-term.

When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the median compensation for comparable executives within our peer group. (For more information, see “Peer Group,” which begins on page 53.) Then we consider both objective and subjective factors, such as:

The Compensation Committee also receives input from the Chief Executive Officer and the Chief People Officer (except with respect to their own compensation).

Historically, we have adjusted the Chief Executive Officer’s compensation package less frequently than we have adjusted 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 has preferred to look at several years of compensation results (as compared to business performance) to determine whether preceding compensation adjustments worked as intended. Adjustments to Mr. Larsson’s compensation package are determined, in part, based upon the Board’s assessment of his performance. The full Board discusses and considers for approval all changes to the Chief Executive Officer’s compensation package recommended by the Compensation Committee.

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 People 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 People 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 $600,000. Our CEO held this authority through 2022. In addition, for each of 2017 through 2019 and in 2021 and 2022, the Committee delegated limited authority to our Chief Executive Officer to make discretionary RSU awards to high-potential and high-performing executives below the senior executive level. Any awards made were in addition to an individual’s standard annual grant and subject to parameters established by the Committee. For 2022, these awards were not permitted to exceed $6 million in the aggregate and generally did not exceed 100% of the individual’s standard annual award. The Committee determined not to authorize the additional discretionary awards in 2020 due to the adverse impacts of the pandemic, volatility in the stock market, and measures we took affecting our associate population. The Committee received a report annually on the awards granted pursuant to these delegations of authority.

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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 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, or amendments to existing plans, that require Board or stockholder approval.

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

Use of tally sheets

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

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 Compensation Committee, our Chief Executive Officer, our Chief People Officer, and our Senior Vice President, Global Total Rewards, 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 area in 2022 was whether to maintain our overall program design. The compensation consultant also assists the Committee with its assessment of risks in our compensation program, the preparation and consideration of tally sheets, identification of peer groups, competitive benchmarking, review of executive retention considerations relating to compensation program construction, including stock awards, and governance with respect to executive compensation practices.

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

Our Chief People Officer, our Senior Vice President, Global Total Rewards, our Vice President, Executive and Incentive Compensation, and our General Counsel, in coordination with ClearBridge, prepare meeting materials, including gathering relevant internal, external and benchmarking data, discuss alternatives and recommendations to be presented, consider compliance with plan terms and attend to other related matters. These executives also provide guidance to the Compensation Committee regarding applicable matters such as associate perceptions and reactions, and legal and disclosure developments, as well as execute and administer all pay actions approved by the Committee.

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Compensation Decisions for 2022

Macroeconomic factors weighed heavily on markets and our operations in 2022. In addition to COVID-19, which most seriously impacted our Asia business, and particularly China, the war in Ukraine, inflationary pressures globally, foreign exchange volatility, and supply chain and logistics issues were significant headwinds. Key actions and accomplishments during 2022 include:

We developed compensation packages for 2022 focusing on advancing the pillars and achieving the goals of the PVH+ Plan. In addition, the Compensation Committee took into consideration the uncertainty in the markets and the impacts on our businesses. While most of the macroeconomic headwinds were known, there was significant uncertainty and volatility was expected to continue. For example, the war in Ukraine had started and we had temporarily suspended our businesses in Ukraine, Russia (one of our most profitable businesses) and Belarus but did not know that we would have to permanently close the Russia business. The euro, which averaged approximately $1.10 at the time (and was budgeted at that value) and was not expected to be an area of significant volatility, eventually reached a 30-year low of approximately $0.97. As always, the Committee also considered the need to incentivize and retain key talent. The key changes for 2022 are noted below.

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Base Salaries

Objectives

Base salaries provide our NEOs 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. Donnelly 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 Committee takes into account the relative salaries of our NEOs. Ultimately, base salary decisions are subjective; no specific weight is assigned to any deciding factor.

2022 decisions

Ms. Fuller and Messrs. Fischer, Hagman and Holmes all received base salary increases to recognize their significant efforts and strong performance and to align with peer comparisons.

Base salaries for our NEOs are shown below.

Short-Term Incentives—Performance Incentive Bonus Plan

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Final Bonus Calculations

Annual bonus payout calculations for Messrs. Larsson, Coughlin, Holmes and Fischer
and Ms. Fuller:

Since corporate EBIT of $908,543,000 exceeded the threshold goal but was less than the target goal, the “individual bonus percentage” for each of these NEOs was interpolated at a payout level of 85% of target, as shown below.

Annual bonus payout calculations for Mr. Hagman and Ms. Donnelly:

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

1   Payout amount prorated based on actual days of service. Mr. Coughlin joined on April 4, 2022.

2   Payout amounts prorated based on actual days of service. Ms. Donnelly’s employment terminated on November 30, 2022.

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Additional Bonus in Connection with Interim Role and Responsibilities

Mr. Holmes was given a bonus of $750,000 in connection with taking on the role of Interim Chief Financial Officer and the associated responsibilities. He received $250,000 of the bonus in August 2021. The balance of $500,000 was paid in July 2022 pursuant to the terms of the agreement under which he assumed the interim role.

Long-Term Incentives — Stock Options and Restricted Stock Units

Objective

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

Considerations

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

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

We believe that using a combination of stock options and restricted stock units is consistent with our compensation philosophy, as both forms of award align our executives’ interests with stockholder interests in different ways.

2022 decisions

We made annual grants of restricted stock units to all of our NEOs, and stock option grants to all the NEOs, other than Messrs. Holmes and Fischer, in April. These awards will vest at a rate of 25% on each of the first four anniversaries of the grant date (provided the recipient remains employed by PVH). Annual stock option awards expire 10 years after the grant date if not exercised.

Grantees receive shares of our common stock when restricted stock units vest in a number equal to the number of vested restricted stock units. We withhold shares with a value on the vesting date equal to the associated taxes unless the grantee elects another means of paying the taxes due upon vesting (such as paying cash or delivering owned shares with the necessary value).

In addition to the regular annual grant of restricted stock units, Mr. Coughlin received a one-time sign-on award of 10,564 RSUs to make up for awards forfeited from his previous employer when he joined PVH. These RSUs had a grant date value of $789,870 and vest 50% on each of the first and second anniversaries of the grant date.

Long-Term Incentives — Performance Share Units

Objective

Annual grants under our Stock Incentive Plan of PSUs provide compensation that is at risk and contingent on the achievement of pre-determined performance goals 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 2022 are divided into two equal grant date value tranches. Half of each award will be earned (or not) based on PVH’s three-year EBIT performance. The other half of each NEO’s award has a three-year performance cycle and will vest (or not) based on PVH’s relative total stockholder return against the custom comparator group. We believe this structure encourages a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our stockholders. The Compensation Committee regularly reviews the financial metrics and considers alternatives.

We decided in 2021 to use EBIT rather than absolute stock price growth, which traditionally was the measure used for 50% of the PSU awards, because stock market volatility made it difficult to determine the proper growth rate goals for the stock price, and the continuing pandemic made it likely the volatility would continue. EBIT was maintained for 2022 awards due to continued macroeconomic challenges, including continuing COVID-19 impacts, that were causing volatility in the stock market. While we generally use different financial measures for annual and long-term incentive awards, the Compensation Committee believed it was important to select a measure for 2022 over which we had some visibility. Using EBIT as a performance measure provides an appropriate incentive for the recipients of performance share units and maintains alignment with stockholder interests since the value of any payout will reflect stock price values at the end of the three-year performance cycle.

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Historically, we had measured TSR against the S&P 500 (of which we were a constituent company). We changed the comparator group beginning in 2021 to the custom, industry-appropriate group of 45 companies identified below1. We made this change because the pandemic had dramatically different effects on different industries, and we believe that our performance is most appropriately compared to companies that operate in similar industries and use similar distribution channels:

1   L Brands, Inc., which was included in the custom comparator group, was split into two companies after we made awards in 2021. Its Victoria Secret business, which is the comparator business to ours, was spun off as an independent company named Victoria’s Secret & Co. Victoria’s Secret & Co. was substituted for L Brands, Inc. (now known as Bath & Body Works, Inc.) for the 2022 awards.

2022 decisions

All of our Named Executive Officers (other than Mr. Holmes and Mr. Fischer) received awards of performance share units in 2022 with a performance cycle generally covering the second quarter of 2022 through the first quarter of 2025.

Performance measures

The Compensation Committee set performance goals for EBIT and relative TSR metrics for the relevant three-year periods, as set forth below. The relative TSR goals are at the same percentile ranks as they were for grants over the past several years.

*   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 would be calculated on a straight-line interpolation basis.

The following table shows the aggregate potential payouts and the aggregate number of shares each payout represents based on the May 2, 2022 grant date. To reinforce the long-term focus these awards are meant to create, our Chief Executive Officer is required to hold for one year the after-tax shares he receives. This holding requirement is in addition to his stock ownership requirement.

1   The award values are equal to the number of shares multiplied by $74.77, the closing price of our common stock on the grant date. The award values are not calculated in the same manner as the grant date fair values we are required to include in the Summary Compensation Table, which begins on page 61.

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Pay For Performance

We do not adjust performance goals for outstanding awards that we believe will not pay out. Consistent with that practice, we did not alter the performance measures or goals for outstanding PSU awards that had performance goals that were unlikely to be attained because of the effects of the pandemic. There were no payouts of PSU awards for the awards granted in 2017 through 2019, as the performance measures established at the time of grant were not achieved.

We generally 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. As such, the payouts of the awards granted in April 2020 are considered part of the applicable NEO’s 2022 compensation. PSU awards were made in 2020 in two tranches because of stock price volatility and other factors at the beginning of the pandemic. The second tranche, which was made in September 2020, will be considered part of 2023 compensation if any portion vests.

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

Each year, the Compensation Committee considers a study compiled by ClearBridge (using information culled from public filings and published compensation benchmark surveys) of compensation awarded to executives in the peer group as part of its review when considering compensation packages. We use the peer group to provide market context for compensation decisions, both because these are companies with which we compete for executive talent and because it helps the Committee assess the reasonableness of our compensation packages. The Committee does not tie our NEOs’ compensation to any particular level in comparison to the peer group.

The 2022 peer group companies (when selected) had revenues for their most recently completed fiscal years between approximately 50% and 200% of our annual revenue, as shown below.

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PVH Performance Compared to Peer Group Performance

The following shows our performance against our peer group with regard to several metrics for the one- and three-year periods ended with the 2022 year-end (last business day of 2022 for the TSR comparisons).

1   EBIT growth is based on non-GAAP amounts, as reported by us.

2   Overall percentile ranking excludes TSR vs Russell 3000.

PVH Pay Mix Compared to Peer Group Pay Mix

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

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

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CEO Compensation Compared to Total Stockholder Return

The following graph illustrates the strong alignment of our compensation program with the creation of long-term stockholder value. It shows our CEO’s target total compensation and actual total compensation for each of 2020, 2021 and 2022 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 Russell 3000 index, as shown below the graph. The compensation set forth below is not the same as shown on the Summary Compensation Table.

1   Actual Total Compensation reflects salary paid, bonus and PSUs earned, and stock options and RSUs vested in each year.

Other Benefits

Our active U.S.-based NEOs participate in our Associates Investment Plan (our “401(k) plan”) and Supplemental Savings Plan. Our active U.S. based NEOs, other than Mr. Coughlin, participate in our Pension Plan and Supplemental Pension Plan. Mr. Coughlin joined PVH after those plans were closed to new participants. Messrs. Holmes and Fischer also participate in our Executive Medical Reimbursement Insurance Plan. Messrs. Larsson and Coughlin and Ms. Fuller are not eligible to participate in our Executive Medical Reimbursement Insurance Plan, as it was closed to new participants in 2017.

Mr. Hagman participates in the Zwitserleven Pensioen Plan, a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam, and PVH Net Pension Plan, a defined contribution plan for certain highly compensated executives in the PVH Europe headquarters.

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

Perquisites are limited and generally consist of discounts in our retail stores available to all associates. We maintain multiple relocation polices for associates who are hired subject to a requirement that they relocate to one of our offices. Mr. Coughlin and Ms. Fuller both received benefits and reimbursements under our relocation policy for executives (in 2022 and 2021, respectively) to cover moving expenses, temporary housing and other one-time relocation-related costs. The relocation policy for executives offers more generous benefits than our broad-based relocation policy.

Car and driver. We own a car and employ a driver who drives executives to and from meetings, including among our three New York City and four New York metropolitan area offices, and provides messenger and other services. Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow Mr. Larsson to use the car and driver for personal purposes, generally limited to his daily commute, as we believe this accommodation enables him to be more productive during this time. The business use of this amenity was significantly reduced during the pandemic until our offices reopened in March 2022. We also covered commuting costs for all associates while our offices were closed.

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

Sporting events. As part of certain marketing activities, including sponsorships of the New York Giants, we have a limited number of tickets (including use of a suite) to Giants football games at MetLife Stadium. These were provided at no cost to us and were available to all of our associates on a non-discriminatory basis, so, at times, they may have been used personally by our NEOs.

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.

We include in determining compliance:

•   common stock owned outright by the individual or their immediate family members who share the same household, whether held individually or jointly;

•   common stock held in trust for the benefit of the individual or their family;

•   common stock underlying restricted stock units held by the individual;

•   common stock deemed beneficially owned through the individual’s holdings, if any, in the PVH Stock Fund investment option in our 401(k) plan; and

•   common stock underlying performance share units held by the individual which have been earned because the performance condition has been met (after the completion of the performance period) but delivery of the underlying Common Stock is subject to an additional time-based vesting period.

As of the record date for the meeting, all of the active NEOs subject to the guidelines 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 foreign exchange volatility, 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. 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 guidance and reported results.

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The corporate and business unit EBIT targets and results discussed in this Proxy Statement all include adjustments and exclusions of the type discussed above. Significantly for determining payouts of 2022 bonus awards, the Compensation Committee excluded foreign exchange volatility, as the euro (the principal foreign currency in which our businesses transact business) traded at a 30-year low against the U.S. dollar. Foreign exchange masked the 5% revenue growth of our businesses on a constant currency basis. The Committee has also determined to use constant currency when calculating financial performance results for 2023 bonus awards to hold management accountable for controllable outcomes.

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 filing of our Annual Report on Form 10-K for the most recently completed fiscal year and ending on April 14 of the current year.

PSU awards have historically been made around the end of the first quarter to provide time to finalize financial goals and, because certain of the goals include stock price performance, so that the end of the performance cycle occurs shortly (and not immediately) after we report our year-end earnings.

Equity awards may be made to our NEOs outside of the annual grant process in connection with a promotion or assumption of new or additional duties, or for another appropriate reason. All such grants to our NEOs must be approved by the Compensation Committee and generally will be made on the first business day of the month following the effective date of the precipitating event (or on the effective date if it is the first business day of a month).

The Committee retains the discretion not to make grants at the times provided in the equity award policy if the members determine the timing is not appropriate, such as if they are in possession of material non-public information. Additionally, the Committee retains the discretion to make grants, including an annual equity grant, at times other than as provided in the policy if the members determine circumstances, such as changes in accounting and tax regulations, warrant taking such an action.

Prohibition on Pledging and Hedging

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

Clawback Policy

Our Clawback Policy permits us to recover compensation in the event of a restatement of our financial statements or a material violation of a material company policy. Awards made under our stock and incentive compensation plans are subject to the Clawback Policy. We are currently considering how to update our Clawback Policy to comply with the new rules proposed by the NYSE, which are required under a new SEC rule to become effective in the second half of 2023.

Internal Pay Equity

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

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The following graphs show the ratios of our CEO’s target total direct compensation to that of the next highest paid executive officer and to that of all the other named executive officers for each of the past three years. Mr. Larsson was our CEO in 2021 and 2022. His predecessor, Mr. Chirico, was CEO in 2020. The other named executive officers in each of those years are the NEOs in this proxy statement and the individuals identified as named executive officers in our 2021 and 2022 proxy statements. Mr. Larsson was an executive officer, and the second highest paid named executive officer, in 2020 when he served as our President.