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

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

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

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

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

To measure the effectiveness of this program, we perform:

In addition, on an annual basis, we have independent providers conduct:

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

Board, Committee may consider factors such as professional experience and business, charitable or educational background, performance, age, serviceDirector Evaluations

The Board believes it is important to address its role, the presentation topics at its meetings, and its capabilities and effectiveness on other boardsa regular basis. Board, director and committee evaluations — and discussions about the results of directors and years of service on the Board, as the members deem appropriate.

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Questionnaires Designed and Distributed
The Nominating, Governance & Management Development Committee uses comprehensive questionnaires covering the Board and each committee. The Board questionnaire includes rated and open-ended questions about the individual performance of each director (in regard to commitment, participation, preparedness and contributions) and the willingness of directors to act independently and to constructively challenge management on strategy, decisions and performance. The Board and committee questionnaires also contain questions relevant to management, on topics such as support of and responsiveness to the Board, availability of management outside of meetings, the content of presentations, the appropriateness of agenda items, and the sufficiency and timeliness of information provided to the Board in advance of or between meetings. Directors also complete individual self-assessments. The form and content of all our questionnaires are reviewed annually and revised as necessary.
Responses Collected
All directors are required to complete these questionnaires and the self-assessment. The questionnaires for each committee also are completed by executives and outside advisors who regularly attend the relevant committee’s meetings. In addition, members of management provide separate feedback on the performance of the Board and individual directors.
Results Reviewed
The results of the Board questionnaires and individual self-assessments, along with management’s feedback, are initially reviewed by the Nominating, Governance & Management Development Committee to determine the key issues to be presented to the full Board, the manner of that presentation, and any issues to be addressed with individual directors. The aggregated results for the Board, along with comments (without attribution), are provided to every director, and the input regarding individual committees is provided to relevant committee members, in each case to facilitate discussion at subsequent meetings. The independent directors hold a meeting annually without Mr. Larsson, or any member of management, present to discuss the results of and comments received on the Board questionnaires and to develop and implement plans for improvement. Similarly, the members of each committee consider their survey results and comments at a regular meeting.
Feedback Delivered
The Chair (or if the Chair is not an independent director, the presiding director) or the Chair of the Nominating, Governance & Management Development Committee will speak to individual directors about personal performance issues raised, and provide suggestions for improving performance or addressing particular needs. The presiding director also meets individually with each of the other independent directors on an annual basis to discuss their performance based on his own observations, management feedback, and discussion at meetings of the Nominating, Governance & Management Development Committee. In addition, relevant findings are communicated to management in order to improve the effectiveness of the Board and Board meetings.

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

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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 also responsible for chief executive officeractively 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. Our addition of four independent new directors in the past five and a half years (with only two directors having tenures of more than nine and a half years) demonstrates the success of this process.

Board Refreshment—Last Ten Years (2012–2022)

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, succession planning,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.

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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.

Director Nominee Skills

Operating Experience

Industry Experience

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

Financial Expertise

Operations Leader Experience

Consumer Products or Services

Digital/ E-commerce

Technology/ Cyber Risk

Regulatory/ Corporate Governance

International Experience

Michael M. Calbert

Brent Callinicos

George Cheeks

Joseph B. Fuller

Stefan Larsson

V. James Marino

G. Penny McIntyre

Amy McPherson

Allison Peterson

Edward R. Rosenfeld

Amanda Sourry

	C-suite experience managing a business with an ecommerce component to the business vs. direct experience managing an e-commerce business
	C-suite experience managing a business with international operations vs. actually operating within an internationally based business

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 well aseach 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 Mr. Calbert), and by senior management development, and Board evaluations (see page 13).

The Nominating, Governance & Management Development Committee will consider for election to the Board of Directors a nominee recommended by a stockholder if the recommendation is made in writing and includes (i) the qualifications of the proposed nominee to serve on the Board, (ii) the principal occupations and employment of the proposed nominee during the past five years, (iii) each directorship currently held by the proposed nominee, and (iv) a statement that the proposed nominee has consented to the nomination. The recommendation should be addressed to our Secretary. The 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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Diversity

The Nominating, Governance & Management Development Committee held seven meetings during 2015.

Board Diversity Matrix

Proxy Access

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

The Corporate ResponsibilityNominating, Governance & Management Development Committee is currently composedevaluated a number of Ms. McIntyre (Chairperson), Ms. Baglivodifferent factors and Mr. Callinicos, each of whom, other than Ms. McIntyre, servedpotential formulations in adopting our proxy access by-law before recommending it to the Board for approval. We believe our proxy access 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 on the date of the applicable annual meeting, absent a waiver by the Nominating, Governance & Management Development Committee forand the entiretyfull Board. The Board believes that imposing a mandatory retirement age is an effective way to ensure director refreshment.

The Board had granted a waiver to Mr. Nasella due to his continued strong leadership, performance, and contributions to the Board and the committees on which he sat.

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Stockholder Engagement

Our discussions with stockholders in 2021 often were focused on the impacts of 2015. Ms. McIntyre joinedthe 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 upon joiningChair has responded to inquiries. In addition, the Board in February 2015. Mr. Maggin and Rita Rodriguez, another retired director, served as members of the Compensation Committee until June 2015.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. The Nominating, Governance & Management Development Committee and the Board may consider any factors and information they consider appropriate and relevant in making their respective decisions. The director who has tendered a resignation cannot participate in formal discussions about whether to accept that resignation.

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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. The Corporate Responsibility Committee must be composedprocess includes pairing each new director with a seasoned member of twothe 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 Financial Officer will speak about our financial performance; the leader of our Investor Relations team will discuss our capital structure, the stockholder base and investor relations; the General Counsel will discuss corporate governance, periodic reporting and stock-related matters; and the Chief People Officer will report on human resources strategies, key talent and succession planning. In addition, senior executives 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.