| | 12 | THE NOMINATING, GOVERNANCE & MANAGEMENT DEVELOPMENT COMMITTEE |
| | oversees risks related to governance issues. As part of this role, the Nominating, Governance & Management Development Committee: ▪
The Nominating, Governance & Management Development Committee oversees risks related to governance issues. As part of this role, the Nominating, Governance & Management Development Committee:
| · | administers an active succession planning process for the Chief Executive Officer to reduce risks in the event our Chief Executive Officer needs to be replaced on an emergency basis, as well as in anticipation of his eventual retirement; |
| · | ▪
considers changes in principal employment of directors and new directorships sought by directors to ensure there are no conflicts of interest or loss of skill set; and |
| · | ▪
conducts an annual evaluation program to determine if the directors, Board and Board committees are performing effectively and in the best interests of PVH and our stockholders. | | |
The Corporate Responsibility Committee is responsible for advising the Board and management with respect to potential risks to PVH’s reputation and our role as a socially responsible organization. As part of this role, the Corporate Responsibility Committee:
| | · | THE CORPORATE RESPONSIBILITY COMMITTEE | | | is responsible for advising the Board and management with respect to potential risks to PVH’s reputation and our role as a socially responsible organization. As part of this role, the Corporate Responsibility Committee: ▪
monitors human rights, work conditions and environmental programs administered by our Global Complianceglobal CR compliance teams, mainly with respect to the operations of suppliers and factories in our supply chain; and |
| · | ▪
monitors significant events and activities in the industry generally, such as our participation in the Accord on Fire and Building Safety in Bangladesh (and the successor Accord), a binding commitment of over 200 brand owners and retailers to remediate safety issues in garment factories in Bangladesh undertaken in the wake of the Rana Plaza disaster. | | |
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 15 | | |
Corporate GovernanceBoard, Committee and Director Evaluations Board, Committee and Director Evaluations The Board believes it is important to address its role, the presentation topics at its meetings, and its capabilities and effectiveness on a regular basis. Conducting Board, director and committee evaluations—evaluations — and discussing the results of those evaluations—evaluations — are an important part of this process. The Nominating, Governance & Management Development Committee oversees the annual Board evaluation process. Questionnaires designed and distributed. The Nominating, Governance & Management Development Committee uses comprehensive questionnaires covering the Board and each committee, as well as individual director self-assessments. The Board questionnaire includes rated and open-ended questions about the individual performance of each director (in regard to commitment, participation, preparedness, and contributions) and the willingness of directors to act independently and to constructively challenge management on strategy, decisions, and performance. The Board and committee questionnaires also contain questions relevant to management on topics such as support of and responsiveness to the Board, availability of management outside of meetings, the content of presentations, the appropriateness of agenda items, and the sufficiency and timeliness of information provided to the Board in advance of or between meetings. The form and content of all our questionnaires are reviewed annually and revised as necessary.
Responses collected. All directors are required to complete these questionnaires and the self-assessment. The questionnaires for each committee also are also completed by executives and outside advisors who regularly attend the relevant committee’s meetings. In addition, members of management provide separate feedback on the Board and individual director performance.
Results reviewed. The results of all questionnaires and self-assessments, along with management’s feedback, are initially reviewed by the Nominating, Governance & Management Development Committee to determine the key issues to be presented to the full Board and the manner of presentation, as well as any issues to be addressed with individual directors. The aggregated results for the Board, along with comments (without attribution), are provided to the full Board, and the input regarding individual committees is provided to relevant committee members, in each case to facilitate discussion at subsequent meetings. The independent directors hold a meeting annually without Mr. Chirico or any member of management present to discuss the results of and comments received on the Board questionnaires and to develop and implement plans for improvement. Similarly, the members of each committee consider their survey results and comments at a regular meeting.
![[MISSING IMAGE: tm2013547d2_fc-responsepn.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-20-057946/tm2013547d2_fc-responsepn.jpg) | | 13 | 16 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Feedback delivered. The presiding director or the Chair of the Nominating,
Corporate 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.The Nominating, Governance & Management Development Committee determined in 2018 that it intends to undertake within the next year an assessment of the Board and directors in conjunction with an outside consultant. The Committee intends to undertake similar exercises periodically.
Refreshment Evaluating current Board composition The Nominating, Governance & Management Development Committee initiated a formal, ongoing process for director succession in 2016. 2016 and is actively engaged in a refreshment process for a number of reasons, including the number of directors at or approaching mandatory refreshment age, and to ensure we have the full breadth and depth of experience on the Board that is desired. The process had several goals: | · | identifying qualities and skills needed for service on our Board; |
| · | identifying the qualities and skills each current director possesses; |
| · | assessing how the current directors exercise their qualities and skills; |
| · | determining whether any additional skill sets or other attributes are necessary to fill gaps in the current Board; |
| · | establishing a succession strategy and executing against the strategy, including planning well in advance of upcoming mandatory retirements; and |
| · | performing on-boarding and transitioning for new directors. |
▪
identifying qualities and skills needed for service on our Board; ▪
identifying the qualities and skills each current director possesses; ▪
assessing how the current directors exercise their qualities and skills; ▪
determining whether any additional skill sets or other attributes are necessary to fill gaps in the current Board; ▪
establishing a succession strategy and executing against the strategy, including planning well in advance of upcoming mandatory retirements; and ▪
performing on-boarding and transitioning for new directors. The Nominating, Governance & Management Development Committee uses a skills matrix to assess the strengths and needs of the Board in relation to our current business strategy, expected future strategic needs, and the current state of our industry. The matrix incorporates areas of operating and industry experience that Committee members have determined should be represented on our Board. Using directors’ self-assessments and assessments from the other directors and management, including our Executive Vice President, Global Talent Management, the Committee populates the matrix, showing the extent to which each current director has the desired qualities and skills. The Nominating, Governance & Management Development Committee reviews the skills matrix, along with individual director demographics, tenure and committee memberships, and considers our total Board composition and demographics compared to our peers, to determine whether we need to add a director with specific qualities or skills. The Committee believes our Board of Directors is most effective when its members represent a mix of the attributes, skills and experience shown below. 
Director Nominee Skills | | | | | Operating Experience | | | Industry Experience | | | | | | | Current/Recent Public
Company CEO, COO or CFO
Within a Global Company | | | Financial
Expertise | | | Operations Leader
Experience | | | Consumer
Products or
Services | | | Digital/
eCommerce | | | Technology/
Cyber Risk | | | Regulatory/
Corporate
Governance | | | International
Experience | | | | MARY BAGLIVO | | | | | | | | | ■ | | | ■ | | | ■ | | | | | | ■ | | | □ | | | | BRENT CALLINICOS | | | | | | ■ | | | ■ | | | | | | ■ | | | ■ | | | ■ | | | □ | | | | EMANUEL CHIRICO | | | ■ | | | ■ | | | ■ | | | ■ | | | | | | | | | ■ | | | □ | | | | JOSEPH B. FULLER | | | | | | | | | ■ | | | | | | | | | | | | ■ | | | □ | | | | V. JAMES MARINO | | | | | | ■ | | | ■ | | | ■ | | | | | | | | | ■ | | | □ | | | | G. PENNY McINTYRE | | | | | | | | | ■ | | | ■ | | | ■ | | | | | | | | | ■ | | | | AMY McPHERSON | | | ■ | | | ■ | | | ■ | | | ■ | | | ■ | | | | | | | | | ■ | | | | HENRY NASELLA | | | | | | | | | ■ | | | ■ | | | ■ | | | | | | ■ | | | | | | | EDWARD R. ROSENFELD | | | ■ | | | ■ | | | ■ | | | ■ | | | ■ | | | | | | ■ | | | □ | | | | CRAIG RYDIN | | | | | | | | | ■ | | | ■ | | | ■ | | | | | | ■ | | | □ | | | | AMANDA SOURRY | | | ■ | | | | | | ■ | | | ■ | | | ■ | | | | | | | | | ■ | | | |
C-suite experience managing a business with an ecommerce component to the business vs. direct experience managing an e-commerce business C-suite experience managing a business with international operations vs. actually operating within an internationally based business | | 14 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 17 | | |
Corporate Governance Board Refreshment Identifying potential new directors In evaluating potential new directors, the Nominating, Governance & Management Development Committee will consider the needs identified by our formal review process and the resulting skills matrix, and also may consider factors such as each candidate’s professional experience; business, charitable or educational background; performance in current position; reputation; age; and service on other boards of directors. Potential candidates have been identified at various times by members of the Board, by a third-party search and recruiting firm retained for that purpose, and by senior executives. The Nominating, Governance & Management Development Committee will consider a nominee recommended by a stockholder if the recommendation is made in writing and includes (i) the qualifications of the proposed nominee to serve on the Board, (ii) the principal occupations and employment of the proposed nominee during the past five years, (iii) each directorship currently held by the proposed nominee, and (iv) a statement that the proposed nominee has consented to the nomination. The recommendation should be addressed to our Secretary. The expectation is that candidates recommended by stockholders would be evaluated in a similar manner as candidates identified by the Committee.
We amended our By-Laws in April 2019 to adopt a proxy access provision. This provision allows stockholders to nominate director candidates for election to our Board, and for those director candidates to be included in our proxy materials. Under our proxy access by-law, a group of up to 20 stockholders that collectively has owned at least 3% of our common stock for at least three years may nominate director candidates constituting up to the lesser of two directors and 20% of our Board, subject to certain informational and procedural requirements. The Nominating, Governance & Management Development Committee evaluated a number of different factors and potential formulations in adopting our proxy access by-law before recommending it to the Board for approval. We believe the version we adopted provides stockholders with meaningful participation in the director nomination process, while also imposing reasonable thresholds to avoid unnecessary administrative costs and to ensure the nominating stockholders have an appropriate and genuine interest in PVH and its governance. The Nominating, Governance & Management Development Committee considers the diversity of the Board and potential candidates in selecting new directors but does not have a specific policy in that regard. In practice, the Committee reviews whether a candidate would contribute to the diversity of skills, abilities, and experiences represented in our skills matrix, as well as the candidate’s race, ethnicity and gender. We are proud of the diversity of backgrounds that characterize our current Board of Directors, including that more than one-third of our directorsnominees for director are women, and believe that our diversity provides significant benefits to PVH. Directors cannot be nominated for re-election if they will be 72 on the date of the applicable annual meeting, absent a waiver by the Nominating, Governance & Management Development Committee and the full Board. The Board has granted a waiver to Mr. Nasella due to his continued strong leadership, performance, and contributions to the Board and the committees on which he sits. The Board believes that imposing a mandatory retirement age is an effective way to ensure director refreshment. To that end, two of the directors who have joined the Board in recent years were nominated in anticipation of then upcoming retirements, which have now occurred.
| | | 18 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Corporate Governance Director Resignation Policy Stockholder Engagement We regularly engage with stockholders to understand their perspectives on our company, our business and their concerns. We held discussions during 2018 with almost 80% of our top 15 stockholders who are active managers (i.e., excluding index funds and others who do not meet with management). We meet with stockholders during appearances by management at scheduled events, as well as in private meetings held throughout the year.
| | We regularly engage with stockholders to understand their perspectives on our company, our business and their concerns. We held discussions during 2019 with approximately 75% of our top 15 stockholders who are active managers (i.e., excluding index funds and others who do not meet with management) and who hold approximately 35% of the outstanding shares. We meet with and speak to stockholders during appearances by management at scheduled events, as well as in one-on-one meetings and through conference calls held throughout the year. | | | | |
Our discussions with stockholders cover a wide range of topics, but generally our conversations involve the following issues: ▪
| · | Our acquisition strategy and plans, including with regard to our stated intention to continue to assert more direct control over our global lifestyle brands,TOMMY HILFIGER andCALVIN KLEIN |
| · | Our growth opportunities for each of our branded businesses, including regional and category opportunities |
| · | Our long-term growth targets |
| · | Our plans and perspectives on, as well as expected impact on us of, macroenvironmental issues, such as the prospect of additional tariffs on imports to the United States of goods manufactured in China, tax reform in the United States and elsewhere, the economic slowdown in China, and rising labor and raw material costs |
| · | The competitive landscape and how we are positioned to gain market share |
| · | Our consumer engagement initiatives, both globally and regionally |
| · | Our initiatives to grow digital commerce |
| · | Infrastructure investments, including developing a consumer data platform for improving insights and data analytics, as well as for supply chain optimization and speed to market initiatives |
| · | Capital allocation, including stock repurchases and dividend policy |
| · | Our corporate responsibility program |
Our long-term growth targets ▪
Our senior leadership team ▪
Our growth opportunities for each of our branded businesses, including regional and category opportunities ▪
Our approach to managing the brand portfolio ▪
Our plans and perspectives on, as well as expected impact on us of, macroenvironmental issues, such as the volatile consumer environment globally, the U.S.-China trade tensions and protests in Hong Kong SAR ▪
The competitive landscape and how we are positioned to gain market share, particularly in North America ▪
Our consumer engagement initiatives, both globally and regionally ▪
Our initiatives to grow digital commerce ▪
Infrastructure investments, including developing a consumer data platform for improving insights and data analytics, as well as for supply chain optimization and speed to market initiatives ▪
Free cash flow, including how it is used for capital allocation, including stock repurchases and dividend policy ▪
Our corporate responsibility program We also engage with stockholders on our compensation practices, most notably on CEO compensation, and periodically seek input from them regarding our compensation program and the compensation paid to Mr. Chirico and the other senior executives. The Compensation Committee has discussed and considered communications received from stockholders relating to our compensation program, and the Committee ChairmanChair has responded to inquiries, where appropriate. In addition, the members of the Compensation Committee typically attend our Annual Meeting and are available to answer questions regarding our compensation program. In general, feedback from our stockholders is positive and we generally have not generally received any requests to undertake changes to our compensation practices, adopt corporate governance measures, undertake additional (or enhance existing) corporate responsibility initiatives, or expand our engagement practices.
Director Resignation Policy The election of directors in an uncontested election requires the affirmative vote of a majority of the votes cast at an annual meeting. Our Corporate Governance Guidelines provide that a director seeking re-election who does not obtain a majority vote of stockholders must offer a letter of resignation. The Nominating, Governance & Management Development Committee will make a recommendation to the full Board on whether to accept or reject any such resignation, or whether other action should be taken. The Board must act on the Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date election results are certified. Our Corporate Governance Guidelines provide that the Nominating, Governance & Management Development Committee and the Board may consider any factors and information that they consider appropriate and relevant in making their respective decisions. The director who has tendered a resignation cannot participate in the Committee or Board discussions regarding that resignation.
We conduct a comprehensive on-boarding process for new directors. We believe a wide-ranging orientation is important in positioning new directors for success. The process includes pairing a new director with a seasoned member of the Board who serves as a peer mentor for the first three to six months. In addition, new directors participate in a corporate, business and financial orientation program that involves substantive individual meetings with senior executives. For example, the Chief Executive Officer will brief new directors on current business and strategy; the Chief Operating & Financial Officer will speak about our financial performance; the Treasurer and Senior Vice President, Business Development and Investor Relations will discuss our capital structure, the stockholder base and | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 19 | | |
Corporate Governance Ongoing Director Education investor relations; the General Counsel will discuss corporate governance, periodic reporting and stock-related matters; and the Chief Human Resources Officer will report on human resources strategies, key talent and succession planning. In addition, senior executives in our Tommy Hilfiger, Calvin Klein and Heritage Brands businesses provide an overview of their respective businesses. We expect our President will be part of the orientation process going forward (we have not on-boarded any directors since he joined us). The orientation also includes an introductory session with the Chair or members of the Board committee on which the new director will sit and may also include executives and outside advisors who work with that committee. SEC filings and other information are provided as a background resource. We endeavor to have all new directors visit our European headquarters in Amsterdam within their first year of service. Ongoing Director Education We have created a website for directors that is part of our PVH University learning management system.platform. The site provides directors with access to information on director educational conferences and programs, our PVH Complies compliance training courses, and the extensive library of courses we offer to our associates. The site identifies programs, conferences and classes recommended by other directors and our Talent Development Team. We encourage directors to pursue educational opportunities to enable them to better perform their duties and to learn about emerging issues. In addition, we provide access to educational materials and resources, including subscriptions to outside publications relevant to governance and our industry, and membership in governance organizations. We do not limit the amount of time or money that can be spent on director education, although we do evaluate the courses and conferences to make certain that the subject matter is appropriate for the director and their role. Directors are allowed to determine the amount of education they deem appropriate. However, our Corporate Governance Guidelines strongly encourage directors to attend at least one external director education program per year. The Nominating, Governance & Management Development Committee may request that directors seek out particular education programs or that the Board receive presentations based on results from the Board questionnaires and individual director self-assessments. We often incorporate travel to PVH facilities and facilities operated by business partners to educate directors on our global operations, as well as matters related to the committees on which they serve. For example, the entire Board traveled in 20182019 to Hong Kong, ShanghaiAmsterdam, where our European headquarters is based, and TokyoDusseldorf, the headquarters for the largest business in Europe. The meetings there provided the Board with the opportunity to visitmeet with key members of management in those offices, to meet the country managers of each European office, and to tour our offices (the European headquarters had moved recently to a newly constructed campus) in both cities and retail operations there,of ours and members of the Corporate Responsibility Committee have traveled to see factories where our goods are produced.a key European customer in Dusseldorf. 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 updatedreviewed at least annually and theupdated as necessary. The Committee presents a status report on succession plans annually to the full Board. The succession-planning process includes both identifying and developing plans for promising internal candidates and, with respect to CEO succession, identifying external candidates. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises. This process culminated in the hiring last May of Mr. Larsson in the newly created position of President. Mr. Larsson is expected to become our Chief Executive Officer when Mr. Chirico relinquishes the role and is expected to become our Executive Chairman. Political and Lobbying Activities PVH does not contribute to political candidates, parties or causes. We do occasionally participate in lobbying activities, principally through our membership in industry associations. For example, we arewere involved in 2019 ongoing efforts not to have apparel and footwear imported into the U.S. from China subjected to additional tariffs. We believe that the additional tariffs would beare damaging to retail sales, will cause price increases and job losses, and would beare excessive given the already elevated level of tariffs on these imports as compared to other product categories. We have also sought to have the collection of the resulting duties that we pay delayed for 90 days or more to help us and other companies navigate the COVID-19 crisis and apply the money to payroll and avoid further furloughs during the crisis. | | | 20 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Corporate Governance Values and Corporate Responsibility We were involved in 2017 in industry efforts on proposed U.S. tax reform and, in particular, lobbying against the suggestion that a border adjustment tax on imports be included in the broader reform plan. We were actively involved in 2014 and 2015 in seeking an extension of the African Growth and Opportunity Act (“AGOA”), which offers incentives for African countries to continue their efforts to open their economies and build free markets. We believe East Africa provides a potential opportunity for us to be involved in the vertically integrated production of apparel in an environment where our corporate responsibility standards can be implemented from the outset, including adherence to best practices in working conditions, workers’ rights, building and fire safety, and use of green energy sources. We continue to monitor the eligibility of the countries in sub-Saharan Africa where we produce in order to participate in AGOA benefits, which, for producers like PVH, allows us to import goods into the U.S. on a duty-free basis.
Values and Corporate Responsibility We believe that
Throughout its nearly 140 year history, PVH is truly a unique organization, from our associates’ embodiment of ourhas 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. One of the most defining characteristics of PVH’s culture has been our ongoinglong-standing commitment to Corporate Responsibility (“CR”),. 2019 was a milestone year, as we introduced our evolved CR strategy — Forward Fashion. Forward Fashion is our strategy to our effortstransform how clothes are made and (re)used, and the actions we are taking to invest in the long-term success of our associates. We recognize our responsibility as an industry leader to consider CR throughout our strategic business decisions to positively affect human rights, protect the environment, foster inclusion and diversity, and sponsor community engagement. We believe that our success is not only measured bymove our business results, but howand the industry forward toward a more innovative and responsible future. Forward Fashion has three strategic focus areas: we achieve them.As the conscience of our industry shifts toward more responsible, sustainable practices, we are positioning our business to be at the forefront of what’s next. We recently unveiled the next evolution of our CR strategy –Forward Fashion. The heart of this ambitious vision for the future isaim to reduce our negative impactimpacts to zero, increase positive impacts to 100% and improve the over one million lives we touch throughout our value chain: supply chain workers, their families and their communities. Importantly, we are establishing a new level of ambition and transparency across our value chain. CR platform and reinforcing our long-standing commitment to sustainable business.
We believemade great strides with regard to CR in 2019. We signed the Fashion Pact, a coalition of more than 30 global fashion and textile companies pledging to reduce the environmental impact of the fashion industry. We furthered our commitment to a zero-carbon economy by receiving approval of our absolute greenhouse gas emission reduction targets by the Science Based Targets initiative. And, seeking to develop the next generation of conscientious business leaders, we partnered with Fordham University to create a hub for the study of CR. Talent remains a top priority across PVH, as we have always believed that this strategy truly represents our purpose and the way we should all do business.PVH would not be where it is today without our industry-leading talent. We believe our associates are a reflection of our organization and that it is our responsibility to encourage an inclusive environment, which ultimately inspires change from within. We believe we are developing a strong foundation for continued success by creating a workplace that appreciates our associates and acknowledges that our people are our greatest asset. As we seek to secure and maintain the best talent in the industry, we believe that it is imperative to empower our associates every day to push new boundaries and contribute new ideas in a culture of collaboration. We provide extensive associate training and have recently extended our courses and leadership development programs internally. We have also worked diligently to promote and instill a culture built upon inclusion and diversity (“I&D”). This includes our partnership with the Council of Fashion Designers of America to produce a research-based white paper that examines the roles of I&D in the fashion industry, with the goal of beginning a meaningful industry dialogue.
We are proud to note that our efforts regularly are recognized publicly in a variety of ways, including appearingways. In 2019, we appeared onForbes’ listFortune magazine’s lists of “100 Best EmployersWorkplaces for Diversity,Fortune magazine’s list of theDiversity” and “The World’s Most Admired Companies,Forbes’ inaugural” in addition to being ranked #12 on Barron’s list of Best Employers“100 Most Sustainable Companies in America” and being re-certified as a Great Place to Work in the U.S. Integrity and accountability are pillars in our conduct of business. We maintain a whistleblower hotline with online and telephone reporting options. The hotline is available in 15 languages and allows for Women,reporting on an anonymous basis (except when prohibited by law). There are reporting options available to our associates, workers at our suppliers’ factories, talent used in our marketing shoots, and Top Five Lead Awards from HR.comemployees of our joint ventures. We also have a strict non-retaliation policy to protect associates who report suspected misconduct in five categories, including Best Corporate University.good faith. We invite you to read our annual CR Report and learn more about how we drive fashion forward – — for good – — by visiting the Corporate ResponsibilityCR section of our website at PVH.com/responsibility.
responsibility.PVH.com. You can learn more aboutwill see there our recognitions – which highlightreporting on our performance against metrics established by or included among the Power of PVH – by visiting the Recognitions section of our website at PVH.com/company/recognitions. Meetings
Our Corporate Governance Guidelines require all members of theSustainability Accounting Standards Board, of Directors to use reasonable efforts to attend, in person or by telephone or video conference, all meetings of the Board and of any committees on which they serve, as well as the annual meeting of stockholders. All of our directors attended the 2018 Annual Meeting of Stockholders, and we expect them all to attend the 2019 meeting as well. There were five meetings of the Board of Directors during 2018. All but one of the directors attended 100% of the aggregate number of meetings of the BoardGlobal Reporting Initiative Standards and the committees on which they served. One director missed one Board meeting.
UN Sustainable Development Goals. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 21 | | |
Corporate Governance Meetings Meetings | | Our Corporate Governance Guidelines require all members of the Board of Directors to use reasonable efforts to attend, in person or by telephone or video conference, all meetings of the Board and of any committees on which they serve, as well as the annual meeting of stockholders. All but one of our directors attended the 2019 Annual Meeting of Stockholders, and we expect all directors to attend the 2020 meeting. There were five meetings of the Board of Directors during 2019. All of our directors attended 100% of the aggregate number of meetings of the Board and the committees on which they served. | | | | |
Board meetings typically cover four categories of business, as described below.
Corporate governance matters.matters. These discussions include approval of minutes and dividends, committee reports and the review of Board and committee charters, Board policies, and Securities and Exchange Commission (“SEC”) filings.
Standing agenda items.items. These discussions address matters such as business and financial updates, budget review and approval, corporate strategy and strategic opportunities/alternatives, capital structure, and updates on enterprise risk management, corporate responsibility and other programs.
Topical issues.issues. The Board receives presentations on and, as appropriate, considers, matters such as competitive and industry developments, advertising and marketing campaigns, regulatory updates, capital programs, and initiatives like speed-to-market, Africa sourcing and organizational restructurings.
Transaction-related discussions and approvals.approvals. The Board discusses issues such as financings, acquisitions and joint ventures when they arise. To ensure that the Board is fully informed about issues under discussion, meetings often include presentations by our corporate officers, senior executives or internal subject matter experts, and outside advisors and consultants. One meeting each year is convened offsite for several days to give directors an opportunity to consider and discuss at length matters such as strategy, opportunities, business strengths and weaknesses, and competitive threats at length.threats. The offsite meeting also provides the directors with exposure to and the opportunity to interact with a large contingent of executives from the global management team. These interactions help the Board assess the talent pool globally. Each Board meeting begins in an executive session of all of the directors (along with the Corporate Secretary)corporate secretary). This session includes an overview of the agenda by the Chairman and Chief Executive Officer and a preview of some of the key issues confronting management. In addition, the executive session gives directors an opportunity to prepare possible lines of questioning for management and outside advisors and enables the Board to discuss issues that they do not want to raise with the rest of management present. On occasion, other members of management other(other than the CEO and 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.
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.
| | | 22 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Corporate GovernanceTransactions 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: | · | a current director or executive officer; |
| · | a person who, during our most recently completed fiscal year, served as a director or executive officer; |
| · | a holder of more than 5% of our common stock; or |
| · | an immediate family member of any of the foregoing persons. |
▪
a current director or executive officer; ▪
a person who, during our most recently completed fiscal year, served as a director or executive officer; ▪
a nominee for director; ▪
a holder of more than 5% of our common stock; or ▪
an immediate family member of any of the foregoing persons. The only transaction that meets these criteria is that Dominic Chirico, a son of Emanuel Chirico, has worked in our Calvin Klein business since September 2010. In 2018,2019, Dominic Chirico received compensation of $295,611$314,300 consisting of salary and bonus. The Audit & Risk Management Committee is required to review and approve any transaction between PVH and any director or executive officer that will, or is reasonably likely to, require disclosure under SEC rules. In determining whether to approve any such transaction, the Committee will consider the following factors, among others, to the extent relevant to the transaction: | · | whether the terms of the transaction are fair to PVH and on the same basis as would apply if the transaction did not involve a related person; |
| · | whether there are business reasons for PVH to enter into the transaction; |
| · | whether the transaction would impair the independence of an outside director; and |
| · | whether the transaction would present an improper conflict of interest for a director or executive officer, taking into consideration such factors as the Committee deems relevant, such as the size of the transaction, the overall financial position of the individual, the direct or indirect nature of the individual’s interest in the transaction, and the ongoing nature of any proposed relationship. |
▪
whether the terms of the transaction are fair to PVH and on the same basis as would apply if the transaction did not involve a related person; ▪
whether there are business reasons for PVH to enter into the transaction; ▪
whether the transaction would impair the independence of an outside director; and ▪
whether the transaction would present an improper conflict of interest for a director or executive officer, taking into consideration such factors as the Committee deems relevant, such as the size of the transaction, the overall financial position of the individual, the direct or indirect nature of the individual’s interest in the transaction, and the ongoing nature of any proposed relationship. Additionally, under our Code of Business Conduct & Ethics and our Conflict of Interest Policy, our directors and associates, including executive officers, have a duty to report all potential conflicts of interest, including transactions with related persons. We have established procedures for reviewing and approving disclosures under the Conflict of Interest Policy and all disclosures are discussed annually with the Audit & Risk Management Committee.
Corporate Governance Guidelines. Our Corporate Governance Guidelines address matters such as director qualifications and responsibilities, Board committees and their charters, the responsibilities of the presiding director, director independence, director access to management, director compensation, director orientation and education, evaluation of management, management development and succession planning, and annual performance evaluations for the Board. The Nominating, Governance & Management Development Committee reviews the Corporate Governance Guidelines annually and determines whether to recommend changes to the Board.Code of Ethics for Chief Executive Officer and Senior Financial Officers. Our Code of Ethics is designed to ensure full, fair, accurate, timely and understandable disclosure in the periodic reports we file with the SEC. We intend to disclose on our website any amendments to, or waivers of, the Code of Ethics that would otherwise be reportable on a Current Report on Form 8-K. Any such disclosure will be posted within four business days following the date of the amendment or waiver.
Code of Business Conduct and Ethics.The Code of Conduct, which applies to all PVH directors, officers and associates, addresses matters such as conflicts of interest, insider trading, confidentiality of PVH’s proprietary information, and discrimination and harassment. All of these documents are posted on our website at PVH.com/investor-relations/governance. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 23 | | |
Corporate GovernanceHow 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.
The Board of Directors has four standing committees: Audit & Risk Management; Compensation; Nominating, Governance & Management Development; and Corporate Responsibility. Each committee has a written charter adopted by the Board of Directors that is available on our website at PVH.com/investor-relations/governance. Audit & Risk Management Committee
Juan Figuereo (Chairman), V. James Marino, Amy McPherson and Edward Rosenfeld
Eleven meetings in 2018
The Audit & Risk Management Committee is directly responsible for the appointment, compensation, and oversight of the work of the outside auditing firm. In addition, the Audit & Risk Management Committee helps the Board fulfill its oversight functions relating to the quality and integrity of our financial reports by:
| Audit & Risk Management Committee | · | Edward R. Rosenfeld
(Chair since April 2020), Juan R. Figuereo
(Chair for all of 2019) V. James Marino and Amy McPherson 10 MEETINGS IN 2019 | | | The Audit & Risk Management Committee is directly responsible for the appointment, compensation, and oversight of the work of the outside auditing firm. In addition, the Audit & Risk Management Committee helps the Board fulfill its oversight functions relating to the quality and integrity of our financial reports by: ▪
monitoring our financial reporting process and internal audit function; |
| · | ▪
monitoring the outside auditing firm’s qualifications, independence, and performance; and |
| · | ▪
performing such other activities consistent with its charter and our By-laws as the Committee or the Board deems appropriate. The Board has determined that all members of the Audit & Risk Management Committee are independent for purposes of audit committee service under NYSE listing standards and SEC rules, and each also qualifies as an “audit committee financial expert,” as defined in SEC rules. | |
The Board has determined that all members of the Audit & Risk Management Committee are independent for purposes of audit committee service under NYSE listing standards and SEC rules, and each also qualifies as an “audit committee financial expert,” as defined in SEC rules.
Compensation Committee
Henry Nasella (Chairman), Craig Rydin and Amanda Sourry
Seven meetings in 2018
The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers. The Compensation Committee also has overall responsibility for evaluating and approving, or recommending to the Board approval of, all of our compensation plans, policies, and programs, and is responsible for preparing the Compensation Committee Report that appears in this Proxy Statement. The Compensation Committee is authorized to delegate limited authority to enable the Chief Executive Officer to make equity awards subject to parameters the Committee establishes. For more information on the CEO’s ability to grant equity awards,see “Compensation Committee Process,” which begins on page 30.
| Compensation Committee | 20 | Amanda Sourry (Chair), Henry Nasella and Craig Rydin 6 MEETINGS IN 2019 | | | The Compensation Committee discharges the Board’s responsibilities relating to the compensation of our executive officers. The Compensation Committee also has overall responsibility for evaluating and approving, or recommending to the Board approval of, all of our compensation plans, policies, and programs, and is responsible for preparing the Compensation Committee Report that appears in this Proxy Statement. The Compensation Committee is authorized to delegate limited authority to enable the Chief Executive Officer to make equity awards subject to parameters the Committee establishes. For more information on the CEO’s ability to grant equity awards, see “Compensation Committee Process,” which begins on page 36. Our Chief Executive Officer, Chief Human Resources Officer, Senior Vice President, Global Compensation, Benefits and HR Systems, and General Counsel regularly attend and participate in Compensation Committee meetings, as do representatives of ClearBridge Compensation Group, the Committee’s independent compensation consultant since 2009. For more information on the independent compensation advisor, see “Independent Compensation Consultant,” which begins on page 37. The Board has determined that all members of the Compensation Committee satisfy the independence requirements under NYSE listing standards and SEC rules. Each member also qualifies as an “outside” director, as defined under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as such section was in effect immediately before it was amended pursuant to the U.S. Tax Cuts and Jobs Act of 2017, and as a “non-employee” director under SEC Rule 16b-3. There were no interlocks or relationships involving any member of the Compensation Committee during 2019 that are required to be disclosed under the SEC’s rules or proxy regulations. | |
Our Chief Executive Officer; Chief Human Resources Officer; Senior Vice President, Global Compensation, Benefits and HR Systems; and General Counsel regularly attend and participate in Compensation Committee meetings, as do representatives of ClearBridge Compensation Group, the Committee’s independent compensation consultant since 2009. For more information on the independent compensation advisor,see “Independent Compensation Consultant,” which begins on page 32.
The Board has determined that all members of the Compensation Committee satisfy the independence requirements under NYSE listing standards and SEC rules. Each member also qualifies as an “outside” director, as defined under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”), as such section was in effect immediately before it was amended pursuant to the U.S. Tax Cuts and Jobs Act of 2017, and as a “non-employee” director under SEC Rule 16b-3.
There were no interlocks or relationships involving any member of the Compensation Committee during 2018 that are required to be disclosed under the SEC’s rules or proxy regulations.
Nominating, Governance & Management Development Committee
Joseph Fuller (Chairman), Henry Nasella, Craig Rydin and, since June 2018, Amanda Sourry
Five meetings in 2018
The Nominating, Governance & Management Development Committee is charged with:
| | · | 24 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Corporate Governance Committees | Nominating, Governance & Management Development Committee | | Joseph Fuller (Chair), Henry Nasella, Craig Rydin and Amanda Sourry 5 MEETINGS IN 2019 | | | The Nominating, Governance & Management Development Committee is charged with: ▪
identifying individuals qualified to become Board members; |
| · | ▪
recommending director nominees to the Board; |
| · | ▪
recommending members for each Board committee; |
| · | ▪
overseeing Board, Committee and director evaluations ▪
recommending the Corporate Governance Guidelines relating to Board service; |
| · | ▪
conducting Chief Executive Officer succession planning, and monitoring succession planning for senior management; |
| · | ▪
monitoring senior management development; and ▪
monitoring issues of corporate culture and conduct. The Board has determined that all members of the Nominating, Governance & Management Development Committee satisfy the independence requirements under NYSE listing standards. | |
| Corporate Responsibility Committee | · | G. Penny McIntyre (Chair), Mary Baglivo and Brent Callinicos 4 MEETINGS IN 2019 | overseeing | | The Corporate Responsibility Committee is charged with acting in an advisory capacity to the Board evaluations. |
The Board has determined that all members of the Nominating, Governance & Management Development Committee satisfy the independence requirements under NYSE listing standards.
Corporate Responsibility Committee
G. Penny McIntyre (Chairperson), Mary Baglivo and Brent Callinicos
Four meetings in 2018
The Corporate Responsibility Committee is charged with acting in an advisory capacity to the Board and management with respect to policies and strategies that affect PVH’s role as a socially responsible organization. The Committee also receives reports on our Inclusion & Diversity program, PVH University, The PVH Foundation (our charitable and philanthropic organization), our business resource groups (affinity groups for working parents, Black associates, members of the LGBTQ community and other communities within PVH), and other ways we advance our core values.
The Board has determined that all members of the Corporate Responsibility Committee satisfy the independence requirements under NYSE listing standards.
and management with respect to policies and strategies that affect PVH’s role as a socially responsible organization. The Committee also receives reports on our Inclusion & Diversity program, PVH University, The PVH Foundation (our charitable and philanthropic organization), our business resource groups (affinity groups for working parents, Black associates, women, members of the LGBTQ community and other communities within PVH), and other ways we advance our core values.| The Board has determined that all members of the Corporate Responsibility Committee are independent under NYSE listing standards; the listing standards do not require committee members to be independent. | 21 | |
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 25 | | |
Non-employee directors are paid annually in a combination of cash and restricted stock units, (“RSUs”), as shown below. | Recipient | | | Type of payment | | | Each non-employee director | | | $85,000,95,000, in cash | | | Each non-employee director | | | RSUs of our common stock with a value of approximately $145,000$160,000 on the grant date1 | | ChairpersonChair of the Audit & Risk Management Committee | | | $40,000, in cash | | | Other members of the Audit & Risk Management Committee | | | $20,000, in cash | | ChairpersonChair of the Compensation Committee | | | $35,000, in cash | | | Other members of the Compensation Committee | | | $15,000, in cash | | ChairpersonsChairs of the Nominating, Governance & Management Development Committee and the Corporate Responsibility Committee | | | $25,000, in cash | | | Other members of the Nominating, Governance & Management Development Committee and the Corporate Responsibility Committee | | | $10,000, in cash | | | Presiding director | | | $30,000,40,000, in cash | |
1Each of our non-employee directors who was elected on June 21, 2018 received a grant of 940 RSUs.
In addition to these annual retainers, non-employeeNon-employee directors are reimbursed for their meeting-related expenses.
Directorsexpenses 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. We do not pay fees or make equity grants to non-employee directors who are designated for election by a stockholder having director nomination rights. We currently have no such directors. Our non-employee directors receive very limited benefits and perquisites. They are entitled to the same discounts at our retail stores as are available to all associates. In addition, we provide business accident travel insurance for directors and their spouses, which is at no additional cost to us because we maintain coverage for our associates globally. Finally, non-employee directors are eligible to participate at their own cost in our group umbrella insurance program, which may offer more favorable rates than they can obtain on their own. 2019 Compensation Changes — Compensation for our non-employee directors is reviewed annually. The Board approved in June 2019, upon the recommendation of the Nominating, Governance & Management Development Committee, increases to the annual cash retainer (from $85,000), the annual equity grant (from $145,000 grant date value) and presiding director cash retainer (from $30,000) to the amounts shown above. 2020 Annual Retainer Changes — Each of our non-employee directors voluntarily agreed to forgo their cash compensation during the events surrounding the COVID-19 pandemic in response to the uncertainty caused by the pandemic. The primary purpose for the cash reduction is to limit the financial impact of the COVID-19 pandemic on our operations. | | | 26 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Director CompensationStock Ownership Guidelines Stock Ownership Guidelines Our non-employee directors are required under our stock ownership guidelines to own shares of our common stock with an aggregate value equal to five times the annual cash retainer payable to directors. New directors have five years from the date they are elected to attain this ownership level. All but two of our non-employee directors who have served on the Board for five years or more are in compliance as of the date of this Proxy Statement with this requirement. Both of these directors are out of compliance due to the decrease in our stock price caused by the COVID-19 pandemic. Pursuant to the guidelines, these directors have until our next annual meeting to meet the requirement (unless waived). There are three other directors not currently in compliance with this requirement.but they have not yet served five full years and are not yet required to be in compliance. Our stock ownership guidelines require directors to hold 50% of the shares received upon the vesting of their equity awards (after payment of taxes) until they satisfy the guideline. There are no stock ownership guidelines for directors designated for election by a stockholder having director nomination rights, of which we currently have none. The following table provides information concerning the compensation of all individuals who served as directors during any portion of 2018,2019, other than Mr. Chirico, whose compensation as an executive is set forth on the Summary Compensation Table on page 46. | Name | | Fees Earned or
Paid in Cash1
($) | | Stock
Awards2,3
($) | | Option
Awards3
($) | | All Other
Compensation
($) | | Total
($) | | | Mary Baglivo | | 102,500 | | 145,136 | | N/A | | N/A | | 247,636 | | | Brent Callinicos | | 95,000 | | 145,136 | | N/A | | N/A | | 240,136 | | | Juan R. Figuereo | | 125,000 | | 145,136 | | N/A | | N/A | | 270,136 | | | Joseph B. Fuller | | 110,000 | | 145,136 | | N/A | | N/A | | 255,136 | | | V. James Marino | | 105,000 | | 145,136 | | N/A | | N/A | | 250,136 | | | G. Penny McIntyre | | 110,000 | | 145,136 | | N/A | | N/A | | 255,136 | | | Amy McPherson | | 105,000 | | 145,136 | | N/A | | N/A | | 250,136 | | | Henry Nasella | | 160,000 | | 145,136 | | N/A | | N/A | | 305,136 | | | Edward R. Rosenfeld | | 105,000 | | 145,136 | | N/A | | N/A | | 250,136 | | | Craig Rydin | | 110,000 | | 145,136 | | N/A | | N/A | | 255,136 | | | Amanda Sourry | | 105,000 | | 145,136 | | N/A | | N/A | | 250,136 | |
| Name | | | Fees Earned or
Paid in Cash1
($) | | | Stock
Awards2,3
($) | | | Option
Awards3
($) | | | All Other
Compensation
($) | | | Total
($) | | | MARY BAGLIVO | | | | | 100,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 260,061 | | | | BRENT CALLINICOS | | | | | 100,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 260,061 | | | | JUAN R. FIGUEREO | | | | | 130,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 290,061 | | | | JOSEPH B. FULLER | | | | | 115,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 275,061 | | | | V. JAMES MARINO | | | | | 110,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 270,061 | | | | G. PENNY McINTYRE | | | | | 115,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 275,061 | | | | AMY McPHERSON | | | | | 110,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 270,061 | | | | HENRY NASELLA | | | | | 160,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 320,061 | | | | EDWARD R. ROSENFELD | | | | | 110,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 270,061 | | | | CRAIG RYDIN | | | | | 115,000 | | | | | | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 275,061 | | | | AMANDA SOURRY | | | | | 125,000 | | | | | ��� | 160,061 | | | | | | N/A | | | | | | N/A | | | | | | 285,061 | | |
1
The fees earned or paid in cash to the directors consist of the following: | Name | | | Annual
Director Fee
($) | | | Committee
Chair Fees
($) | | | Committee
Member Fees
($) | | | Presiding
Director Fee
($) | | | Total
($) | | | MARY BAGLIVO | | | | | 90,000 | | | | | | N/A | | | | | | 10,000 | | | | | | N/A | | | | | | 100,000 | | | | BRENT CALLINICOS | | | | | 90,000 | | | | | | N/A | | | | | | 10,000 | | | | | | N/A | | | | | | 100,000 | | | | JUAN R. FIGUEREO | | | | | 90,000 | | | | | | 40,000 | | | | | | N/A | | | | | | N/A | | | | | | 130,000 | | | | JOSEPH B. FULLER | | | | | 90,000 | | | | | | 25,000 | | | | | | N/A | | | | | | N/A | | | | | | 115,000 | | | | V. JAMES MARINO | | | | | 90,000 | | | | | | N/A | | | | | | 20,000 | | | | | | N/A | | | | | | 110,000 | | | | G. PENNY McINTYRE | | | | | 90,000 | | | | | | 25,000 | | | | | | N/A | | | | | | N/A | | | | | | 115,000 | | | | AMY McPHERSON | | | | | 90,000 | | | | | | N/A | | | | | | 20,000 | | | | | | N/A | | | | | | 110,000 | | | | HENRY NASELLA | | | | | 90,000 | | | | | | 17,500 | | | | | | 17,500 | | | | | | 35,000 | | | | | | 160,000 | | | | EDWARD R. ROSENFELD | | | | | 90,000 | | | | | | N/A | | | | | | 20,000 | | | | | | N/A | | | | | | 110,000 | | | | CRAIG RYDIN | | | | | 90,000 | | | | | | N/A | | | | | | 25,000 | | | | | | N/A | | | | | | 115,000 | | | | AMANDA SOURRY | | | | | 90,000 | | | | | | 17,500 | | | | | | 17,500 | | | | | | N/A | | | | | | 125,000 | | |
2
The amounts are the aggregate grant date fair value of RSUs granted in 2019, which were the only equity awards granted to our directors in 2019. The fair value is equal to $90.43, the closing price of our common stock on the date of grant, multiplied by the number of RSUs granted. 1 | The fees earned or paid in cash to the directors consist of the following: |
| Name | | Annual
Director Fees
($) | | Committee
Chair Fees
($) | | Committee
Member Fees
($) | | Presiding
Director Fee
($) | | Total
($) | | | Mary Baglivo | | 85,000 | | N/A | | 17,500 | | N/A | | 102,500 | | | Brent Callinicos | | 85,000 | | N/A | | 10,000 | | N/A | | 95,000 | | | Juan R. Figuereo | | 85,000 | | 40,000 | | N/A | | N/A | | 125,000 | | | Joseph B. Fuller | | 85,000 | | 25,000 | | N/A | | N/A | | 110,000 | | | V. James Marino | | 85,000 | | N/A | | 20,000 | | N/A | | 105,000 | | | G. Penny McIntyre | | 85,000 | | 25,000 | | N/A | | N/A | | 110,000 | | | Amy McPherson | | 85,000 | | N/A | | 20,000 | | N/A | | 105,000 | | | Henry Nasella | | 85,000 | | 35,000 | | 10,000 | | 30,000 | | 160,000 | | | Edward R. Rosenfeld | | 85,000 | | N/A | | 20,000 | | N/A | | 105,000 | | | Craig Rydin | | 85,000 | | N/A | | 25,000 | | N/A | | 110,000 | | | Amanda Sourry | | 85,000 | | N/A | | 20,000 | | N/A | | 105,000 | |
2 | The amounts are the aggregate grant date fair value of RSUs granted in 2018, which were the only equity awards granted to our directors in 2018. The fair value is equal to $154.40, the closing price of our common stock on the date of grant, multiplied by the number of RSUs granted. |
| | 23 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 27 | | |
Director Compensation Stock Ownership Guidelines 3
The number of unexercised stock options and aggregate number of unvested RSUs for each of our directors as of February 2, 2020, were as follows: 3Name | The number of unexercised stock options and aggregate number of unvested RSUs for each of our directors as of February 3, 2019, were as follows: |
Name | | Option Awards
(#) | | | Stock Awardsa
(#) | | Mary BaglivoMARY BAGLIVO | | | | | N/A | | 940 | | | | 1,770 | | | Brent CallinicosBRENT CALLINICOS | | | | | N/A | | 940 | | | | 1,770 | | | JuanJUAN R. FiguereoFIGUEREO | | | | | N/A | | | | | | 6,7766,129b | | | JosephJOSEPH B. FullerFULLER | | | | | N/A | | | | | | 23,85022,080c | | | V. James MarinoJAMES MARINO | | | | | N/A | | 940 | | | | 1,770 | | | G. Penny McIntyrePENNY McINTYRE | | | | | N/A | | | | | | 6,7765,006db | | | Amy McPhersonAMY McPHERSON | | | | | N/A | | 940 | | | | 1,770 | | | Henry NasellaHENRY NASELLA | | | | | N/A | | | | | | 23,85022,080c | | | EdwardEDWARD R. RosenfeldROSENFELD | | | | | N/A | | | | | | 7,9406,170ed | | | Craig RydinCRAIG RYDIN | | | | | N/A | | | | | | 13,79812,028fe | | | Amanda SourryAMANDA SOURRY | | | | | N/A | | 940 | | | | 1,770 | | |
a
Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant. b
Settlement of 5,006 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan. c
Settlement of 22,080 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan. d
Settlement of 6,170 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan. e
Settlement of 12,028 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan. a | Stock awards consist of unvested restricted stock units, which vest on the first anniversary of the date of grant. |
b | Settlement of 5,189 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan. |
c | Settlement of 21,140 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan. |
d | Settlement of 4,066 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan. |
e | Settlement of 5,230 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan. |
f | Settlement of 11,088 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our 2006 Stock Incentive Plan. |
| | 24 | 28 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
ProposalPROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATIONAdvisory Vote on Executive Compensation We are asking stockholders to provide advisory approval of the compensation of our Named Executive Officers, as described in the Compensation Discussion and& Analysis and Executive Compensation Tables sections that follow. While the results of this vote are non-binding, the Compensation Committee intends to consider carefully those results when making future compensation decisions. The following is a summary of key points that stockholders may wish to consider in connection with their voting decision. We encourage you to review the entire Compensation Discussion and Analysis for detailed information on our executive compensation program.
Our compensation program emphasizes performance-based variable pay and equity performance to ensure a rigorous pay-for-performance culture. A significant majority (approximately 74%69% to 90% based on target level compensation) of each NEO’s compensation package consists of short-term and long-term awards that pay out only upon the achievement of specific financial targets, and equity awards that are linked to increases in stock price and stockholder value over time.
| | | | | | The Board of Directors recommends a vote FOR approval of the compensation paid to our Named Executive Officers. | |
Proxies received in response to this solicitation will be voted FOR this proposal unless the stockholder specifies otherwise. Our performance targets are meaningful and are designed to encourage our executives to perform at high levels. We must achieve earnings per share that falls within the earnings per share guidance range that management provides to the financial market at the beginning of each fiscal year to pay out bonuses at the target level, and business unit executives must achieve earnings goals for their respective business units. In both cases, the goals are based on the annual budget reviewed and approved by the Board of Directors, and the target levels typically are established above the prior year’s performance. Our compensation program reflects sound pay practices. | ü | We generally do not provide our NEOs with any guarantees as to salary increases, bonuses, incentive plan awards or equity compensation. |
| ü | Our perquisites are very modest and do not include tax reimbursements or “gross-ups” for severance payments. |
| ü | 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. |
▪
We generally do not provide our NEOs with any guarantees as to salary increases, bonuses, incentive plan awards or equity compensation. ▪
Our perquisites are very modest and do not include tax reimbursements or “gross-ups” for severance payments. ▪
We have adopted stock ownership guidelines (including holding requirements until ownership levels are achieved) for our NEOs that are intended to align their long-term interests with those of our stockholders and to encourage a 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. The compensation package for our Chief Executive Officer, consistent with our emphasis on pay for performance, is more heavily weighted on long-term and performance-based elements than we find in compensation packages for chief executive officers at most of our peer companies.elements. Compensation packages for our other NEOs are also heavily weighted on these elements, although not to the same degree as the CEO’s compensation package. In all cases, the weighting is consistent with those of their counterparts at our peers.
Our compensation program works as intended.We believe the information disclosed in this Proxy Statement, in particular the Compensation Discussion and& 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 and Analysis, compensation tables, and any related narrative discussion, is hereby APPROVED.
The Board of Directors recommends a vote FOR approval of the compensation paid to our Named Executive Officers. Proxies received in response to this solicitation will be voted FOR this proposal unless the stockholder specifies otherwise.
| | 25 | 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. | | |
COMPENSATION DISCUSSION AND ANALYSIS
| | | | | | PVH CORP. 2019 PROXY STATEMENT | | | | | | | 29 | | |
Compensation
Discussion & Analysis
This section explains our compensation program for the following individuals, who we refer to as our Named Executive Officers or NEOs: | NEO | | | Age | | | Years of
Service | | | Title | | | EMANUEL CHIRICO | | | 62 | | | 26 | | | Chairman and Chief Executive Officer, PVH Corp. | | | MICHAEL A. SHAFFER | | | 57 | | | 29 | | | Executive Vice President and Chief Operating & Financial Officer, PVH Corp. | | | STEFAN LARSSON | | | 45 | | | 1 | | | President, PVH Corp. | | | CHERYL ABEL-HODGES | | | 56 | | | 131 | | | Chief Executive Officer,
Calvin Klein | | | DANIEL GRIEDER | | | 58 | | | 232 | | | Chief Executive Officer, Tommy Hilfiger Global and PVH Europe | | | STEVEN B. SHIFFMAN | | | 62 | | | 263 | | | Former Chief Executive Officer, Calvin Klein | |
1
Ms. Abel-Hodges was promoted to as our Named Executive Officers or NEOs:Emanuel Chirico, 61, Chairman and Chief Executive Officer, PVH Corp. (25 years with PVH)
Michael A. Shaffer, 56, Executive Vice President and Chief Operating & Financial Officer, PVH Corp. (28 years with PVH)
Francis K. Duane, 62, Vice Chairman, PVH Corp. and Chief Executive Officer, Heritage Brands (20 years with PVH)
Daniel Grieder, 57, Chief Executive Officer, Tommy Hilfiger Global and PVH Europe (22 years with PVH7)
Steven B. Shiffman, 61, Chief Executive Officer, Calvin Klein (26 years with PVH)
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Executive Summary
2018 Performance Highlights
Our 2018 results exceeded our plans and our long-term growth targets despite weaker than expected results in our Calvin Klein, business, several department store bankruptcieson June 10, 2019, succeeding Mr. Shiffman. Information in this section under the heading “Executive Compensation” reflects her compensation package taking into account all changes to her existing compensation package and continued store closings, geopolitical pressures and a weakening macro-economic picture. We believe the ability of our teams to over-deliver against our Board-approved financial plans against this backdrop demonstrates the “Power of PVH” – the combination of our iconic brands, our talented teams and the wide range of global growth opportunitiesawards granted in front of us.
We believe that significant opportunities for growth remain, as we continue to execute on our strategic prioritiesconnection with an emphasis on driving long-term stockholder value creation. We expect these priorities, which include global expansion, a focus on driving consumer experience, investing in our operating platforms, and using our balance sheet to drive returns, will enable us to attain top line and bottom line growth over the next several years.
For 2018:
| * | Earnings per share was $9.65, compared to $6.84 in 2017 ($9.60* vs. $7.94*on a non-GAAP basis). |
| * | Revenue was $9.7 billion, an 8% increase over 2017. The revenue increase included: |
| o | A 12% increase (10%* increase on a constant currency basis) in our Tommy Hilfiger business, driven principally by strong performance in all regions and channels. |
| o | An 8% increase (7%* increase on a constant currency basis) in our Calvin Klein business, driven by growth in Europe and Asia, as well as in our North America wholesale business. |
| o | A 1% increase in the Heritage Brands business. |
| * | Earnings before interest and taxes (“EBIT”) increased to $892 million, inclusive of a $5 million positive impact due to foreign currency translation, from $632 million in 2017. EBIT on a non-GAAP basis for 2018 was $971 million*, inclusive of a $5 million positive impact due to foreign currency translation, compared to $864 million* on a non-GAAP basis in 2017. |
her promotion. 2
7Includes service with Tommy Hilfiger prior to our 2010 acquisition, as well as service as an independent sales agent for Tommy Hilfiger. 3
Mr. Shiffman was Chief Executive Officer, Calvin Klein until June 10, 2019. He is included as a NEO under the requirements of the Exchange Act.
EXECUTIVE SUMMARY* Reconciliations
2019 Performance Highlights 2019 was a year of significant achievement for us. We executed against our strategic priorities, including growing our international businesses, both organically and through strategic acquisitions of licensed businesses, we further strengthened our senior leadership team and put in place a CEO succession plan as part of that, and we deepened our corporate responsibility commitments to effect positive change in our industry and the world at large. The year was not without its challenges, however, from a softening consumer environment to the U.S.-China trade tensions to the protests in Hong Kong SAR to self-inflicted product issues and ending with the onset of the COVID-19 outbreak. We, nonetheless, were able to navigate the challenges and mitigate some of the pressure on our financial performance through the power of our diversified business model. We grew revenues by 3% to $9.9 billion and delivered GAAP amounts appear in Exhibit A.earnings per share of $5.60, including a $0.35 per share | | 26 | 30 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A EXECUTIVE SUMMARY 2019 Performance Highlights negative impact related to foreign exchange rates, compared to $9.65 in 2018. We posted earnings per share of $9.54* on a non-GAAP basis, which included a negative impact of $0.35 per share related to foreign currency exchange rates, as compared to $9.60* in 2018. While these results were below our initial expectations, performance in our Europe business was a highlight, as we continued to experience outstanding results in our Tommy Hilfiger business and we re-ignited the CALVIN KLEIN brand’s momentum. We also continued to invest in and evolve our brands to capture the heart of today’s consumer, invested in the consumer data journey, digitization, our supply chain and our talent, increased our digital commerce penetration, and expanded our omni-channel capabilities. | $5.60 | | | | $9.9B | | Earnings per share
compared to $9.65 in
2018 ($9.54* vs. $9.60*
on a non-GAAP basis) | | | | In revenue, a 3% increase over 2018. The revenue increase included: ▪
An 8% increase (11%* on a constant currency basis) in our Tommy Hilfiger business, driven principally by outperformance in Europe and the addition of revenue from acquisitions of licensed businesses. ▪
A 2% decrease (1%* increase on a constant currency basis) in our Calvin Klein business, as continued growth in Europe and the addition of an acquired business was more than offset by foreign currency translation, softness in Asia, the closure of the CALVIN KLEIN 205W39NYC brand and the effect of licensing the Calvin Klein Jeans women’s business formerly operated by us. ▪
A 3% decrease in our Heritage Brands business due to weakness in the North America wholesale business and a 2% decline in comparable store sales. | |
| | $559M | | | | Earnings before interest and taxes (“EBIT”) decreased to $559 million, inclusive of a $30 million negative impact due to foreign currency translation, from $892 million in 2018. EBIT on a non-GAAP basis for 2019 decreased to $931* million, inclusive of a $30 million negative impact due to foreign currency translation, compared to $971* million on a non-GAAP basis in 2018. | |
Our earnings per share, revenue,EBIT, and EBITrevenue performance over the past three years was as follows: 
2018
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 31 | | |
CD&A EXECUTIVE SUMMARY 2019 Compensation Highlights 2019 Compensation Highlights The following table shows the principal elements of the compensation program for our Named Executive Officers and the value attributable to each element for 2018,2019, with the following conditions: | · | Base salaries are shown at the highest level for the year for NEOs who received mid-year salary increases. |
| · | Annual bonuses are shown at the target level payouts. |
| · | RSUs, stock options and PSUs are shown at the grant date value. |
▪
Base salaries are shown at the highest level for the year for NEOs who received mid-year salary increases. ▪
Annual bonuses are shown at the target level payouts. ▪
RSUs, stock options and performance share units (“PSUs”) are shown at the grant date value. Some of the compensation figures discussed in this section will not be the same as the figures provided in the Executive Compensation Tables section that begins on page 4653 because of the foregoing conditions or for reasons otherwise explained. 1
Mr. Chirico’s awards are subject to an additional holding period of one year on the after-tax shares upon the pay out of an award. 2
Includes special restricted stock unit awards granted to Mr. Shaffer and Mr. Grieder in 2019, each valued at $5,000,040, which vest 10% on the first and second anniversary of the grant date, 15% on the third and fourth anniversary of the grant date and 50% on the fifth anniversary of the grant date. See discussion on page 43. 3
Mr. Larsson received, pursuant to the terms of his employment agreement, a guaranteed bonus for 2019 of $1,198,440, which amount is equal to his target bonus opportunity prorated for the number of days employed. He was eligible to receive additional amounts had our performance exceeded target level performance. Please see the discussion on page 57. 4
Represents Ms. Abel-Hodges’ new base salary and aggregate bonus opportunity approved in connection with her promotion to Chief Executive Officer, Calvin Klein. 5
Mr. Grieder’s salary and bonus are paid in euros and have been converted from Swiss francs at a franc-to-euro exchange rate of 0.9351, which was the closing rate on January 31, 2020, the last business day of 2019. See “Special note about compensation for Mr. Grieder” on page 34. | | 27 | 32 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
COMPENSATION
ELEMENT | BASE SALARY | ANNUAL BONUS | RESTRICTED
STOCK UNITS | STOCK OPTIONS | PERFORMANCE
SHARE UNITS | | FREQUENCY | Reviewed annually | Eligibility reviewed annually | Eligibility reviewed annually | Eligibility reviewed annually | Eligibility reviewed annually | | FORM | Cash | Equity | | FIXED VS. AT RISK | Fixed | At risk | | PERFORMANCE CYCLE/VESTING | N/A | 1 year | 4 years − vesting 25% on each of the first four anniversaries of the grant date1 | 4 years − vesting 25% on each of the first four anniversaries of the grant date | 3 years | | PERFORMANCE MEASURES | N/A | ■EPS for all NEOs | N/A | N/A | Absolute stock price growth (50%) and relative TSR (50%) | ■Business unit operating income for NEOs with divisional responsibilities ■Awards may be modified based on individualized non-financial strategic goals | | 2018 VALUES | | | | | | | Emanuel Chirico | $1,500,000 | $3,000,000 | $3,000,067 | $2,054,910 | $5,008,641 | | Michael A. Shaffer | $925,000 | $925,000 | $800,577 | $809,280 | $599,235 | | Francis K. Duane | $1,150,000 | $862,500 | $3,300,264 | N/A | $399,546 | | Daniel Grieder | €877,5012 | €877,5012 | $700,270 | $708,120 | $199,857 | | Steven B. Shiffman | $975,000 | $731,250 | $600,589 | $606,960 | $399,546 |
| 1 | Mr. Duane’s restricted stock unit grant was subject to a three-year ratable vesting period, vesting on each of the first three anniversaries of the grant date pursuant to the terms of his employment agreement. Pleasesee discussion on page36. |
| 2 | Mr. Grieder’s salary and bonus are paid in euros and have been converted from Swiss francs at a franc-to-euro exchange rate of 0.8775, which was the closing rate on February 1, 2019, the last business day of 2018.See “Special note about compensation for Mr. Grieder” on page 30. |
CD&A EXECUTIVE SUMMARY Compensation Best Practices Compensation Best Practices We follow the practices described below because we believe they align our compensation program, and the interests of our NEOs, with the interests of our stockholders and avoid excessive risk. | Things We Do | | | Things We Do Not Do | | ✓We engage with stockholders regarding our compensation practices. ✓
The ChairmanChair of the Compensation Committee is available at our Annual Meeting to answer questions. ✓
Most executive compensation varies based on long-term performance of PVH and our common stock. ✓
Performance targets for our incentive plans are rigorous but do not encourage excessive risk. ✓
We use different financial metrics as performance measures for annual bonuses and PSU awards so executives focus on the business as a whole and not on any one particular metric. ✓
We regularly reassess the financial measures used with our performance-based awards, as well as the mix of elements that make up our compensation program, to ensure they promote increases in stockholder value and align with investor priorities. ✓
Our NEOs are subject to stringent stock ownership guidelines—guidelines — 6x base salary for the CEO and 3x base salary for the other NEOs—NEOs — and there are limits on the amount of stock they can dispose of before they satisfy the applicable guideline. ✓
Our change-in-control arrangements are “double trigger.” ✓
We provide comprehensive and transparent disclosure of our compensation program and each NEO’s compensation package, with thorough explanations of performance measures, goal setting, targets, and payouts. ✓
We have a Clawback Policy that allows us to recover or cancel incentive compensation awards and payouts in the event of a restatement of our financial statements or a material breach of a material company policy. 8✓
The Compensation Committee consists of three independent directors who have engaged the services of an independent compensation advisor. ✓
Awards under our incentive plans are capped to prevent undue efforts to surpass the target for any particular metric. ✓
We conduct an annual risk assessment of our executive compensation program. ✓
Our compensation peer group is realistic, comprising a mix (by revenue) of larger and smaller companies in our industry.
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Things We Do Not Do | ✘
| We do not make awards to our NEOs solely based on retention or to replace awards that did not or are not expected to pay out. ✘
We do not grant discretionary awards that are not substantiated by company and individual performance. ✘
We do not allow “retesting” or use multiple one-year targets with our annual bonus awards that provide NEOs with more than one opportunity to receive the same payout. ✘
We do not permit repricing of underwater stock options. ✘
We do not accrue dividends or dividend equivalents on PSUs during the performance cycle. ✘
Pension and welfare benefits and perquisites are not a significant part of our NEOs’ compensation. ✘
NEO employment agreements do not provide for tax gross-ups. ✘We do not provide any special benefits or compensation upon the death of an NEO.
✘
We do not permit our NEOs to pledge our securities, hold securities in a margin account, or engage in hedging or similar transactions. ✘Our
We do not provide any special benefits or compensation upon the death of an NEO. NEO employment agreements do not provide for tax gross-ups or include long-term compensation in the calculation of the amount of severance payable. | |
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 33 | | |
CD&A 2019 EXECUTIVE COMPENSATION PROGRAM 2019 EXECUTIVE
COMPENSATION PROGRAM Our compensation program is a pay-for-performance model. We believe we should incentivize our executive officers to improve our financial performance, profitably grow our businesses and increase stockholder value, and reward them only if they attain these objectives. To that end, the bulk of each Named Executive Officer’s compensation package consists of short-term and long-term incentive awards that pay out only if we achieve specific financial and strategic targets, and equity awards that are linked to increases in stock value over time. Our strategic targets include advancing our corporate responsibility commitments to our associates, the workers in our value chain, and the communities where we live and work, as we firmly believe these efforts help strengthen our organization and improve our performance by managing risk, maximizing efficiencies and driving value. 8This policy was adopted in 2018. Previously, all of our incentive compensation plans included clawback provisions.See “Clawback Policy” on page 42.
We also believe our compensation program should be competitive. An organization of our size and breadth can only operate effectively and profitably if it is managed by a team of talented executives, and executives with the right background and skill sets are in demand. To ensure that we can recruit and retain the right people for PVH, when we establish compensation packages each year, we compare the total potential compensation that each Named Executive Officer can earn to the compensation awarded to the most comparable executives at the companies in our peer group. (For more information on the peer group,see “Peer Group,” which begins on page 38.45.) Our compensation program and plans have flexibility that permits the use of a variety of compensation elements and varying terms. The Compensation Committee reviews the program annually, keeping abreast of regulatory changes, following marketplace developments and analyzing practices within our peer group. This effort is intended to ensure that our practices are consistent with stockholder interests and enable us to recruit, retain and motivate qualified associates. In administering the program each year, the Compensation Committee determines what elements to use, the terms of all awards and, with respect to performance cycles concluded, the achievement of financial goals and any payouts to be made. Special note about compensation for Mr. Grieder
| | | SPECIAL NOTE ABOUT COMPENSATION FOR MR. GRIEDER | | | | | | The compensation package for Mr. Grieder is somewhat different from the compensation paid to the other NEOs due to a number of factors, including his employment outside of the U.S. and his status as a non-U.S. taxpayer. Accordingly, not all of the discussion regarding our NEOs pertains to him. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Mr. Grieder’s cash compensation is paid in euros but is based on a base salary level tied to Swiss francs because he is a resident of Switzerland. The Swiss franc-to-euro exchange rate we use to determine salary payments to Mr. Grieder is reset quarterly. Historically, the design of the compensation packages for our U.S.-based NEOs took into consideration the tax deductibility of performance-based compensation (and their design has not changed with the elimination of the deduction). This consideration was not relevant to Mr. Grieder’s compensation. As a result, there are some differences in the design of his compensation package. | | | | | | We have largely left the design of our U.S.-based NEO compensation packages intact even though the tax deduction for performance-based compensation has been eliminated. | | |
| | | 34 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A 2019 EXECUTIVE COMPENSATION PROGRAM | | | SPECIAL NOTE ABOUT COMPENSATION DURING THE COVID-19 CRISIS AND THE 2020 EXECUTIVE COMPENSATION PROGRAM | | | | | | The COVID-19 pandemic is having a significant impact on our business, financial condition, cash flows and results of operations in 2020. Virus-related concerns, reduced travel, temporary store closures and government-imposed restrictions have resulted in sharply reduced traffic and consumer spending trends and sales stoppages in our retail stores and in the stores of our wholesale customers in virtually all key markets during the first quarter of 2020 and is expected to continue. In addition, our supply chains had been disrupted and may experience future disruptions. Our licensees’ sales and their supply chains are also being negatively impacted, which in turn is expected to impact negatively our royalty revenue. There is significant uncertainty about the duration and extent of the impact of the COVID-19 pandemic. | | | | | | We have taken numerous actions to mitigate the effects of the COVID-19 pandemic on us, including a significant reduction of our costs. Many of these relate to compensation and payroll, including reduced salaries for approximately 250 senior executives and leaders, furloughs in North America and Australia, reduced work hours (and proportionate pay) in North America, salary reductions for virtually all full time associates in North America and Asia, and applying for governmental salary subsidies in Europe and Brazil. The following actions and decisions made to date pertain to our NEOs: ▪
Mr. Chirico has elected to forgo his base salary while the crisis continues. ▪
The other NEOs have agreed to base salary reductions of 25-50% for at least three months and no more than six months. ▪
There will be no salary increases for 2020. ▪
Payout opportunities at each level of performance for 2020 annual bonuses will be reduced by 50% when performance targets are established, which is expected to happen during the second half of the year. ▪
Stock awards have been granted on schedule but at share levels consistent with last year’s grants, meaning grant date values generally were lower than 2019 values1. Our executive compensation program is expected to retain its overall structure. We intend to consider the same matters that are described on the following pages, subject to the above. | | |
1
For example, RSUs were granted in April 2019 to last year’s NEOs at $127.26 and, in April of this year, the NEOs received RSU grants at $47.96. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 35 | | |
CD&A Executive Compensation Overview Executive Compensation Overview Elements of Compensation Our executive compensation program is expected to retain its overall structure. We intend to consider the same matters that are described on the following pages, subject to the other NEOs due to a number of factors, including his employment outside of the U.S. and his status as a non-U.S. taxpayer. Accordingly, not all of the discussion regarding our NEOs pertains to him. The principal differences relate to benefits (which are largely dictated by statute in Europe) and currency. Mr. Grieder’s cash compensation is paid in euros but is based on a base salary level tied to Swiss francs because he is a resident of Switzerland. The Swiss franc-to-euro exchange rate we use to determine salary payments to Mr. Grieder is reset quarterly. Historically, the construction of the compensation packages for our U.S.-based NEOs took into consideration the tax deductibility of performance-based compensation. This consideration was not relevant to Mr. Grieder’s compensation. As a result, there were some differences in the design of his compensation package. We have largely left the design of our U.S.-based NEO compensation packages intact even though the tax deduction for performance-based compensation has been eliminated (effective for compensation awarded beginning in 2018).Executive Compensation Overview
Elements of Compensation
above. Our executive compensation program currently consists of six components with the following purposes: | 1. | Base salary, which provides a competitive amount of fixed compensation. |
| 2. | Bonus awards under the Performance Incentive Bonus Plan, which provide an annual opportunity to earn additional cash if PVH achieves predetermined objective performance goals. |
| 3. | Stock options under the 2006 Stock Incentive Plan, which provide an opportunity to benefit from long-term appreciation in the price of our common stock. |
| 4. | Restricted stock units under the 2006 Stock Incentive Plan, which directly align recipients’ long-term interests with those of our stockholders by constantly mimicking the value of our common stock. |
| 5. | Performance share unitsunder the 2006 Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term objective performance goals. |
| 6. | GRIP (“growth and retention incentive plan”) awardsunder the Long-Term Incentive Plan, which provide an opportunity to earn additional cash if predetermined long-term objective performance goals are achieved. |
BASE SALARY, which provides a competitive amount of fixed compensation. BONUS AWARDS under the Performance Incentive Bonus Plan, which provide an annual opportunity to earn additional cash if PVH achieves predetermined objective performance goals. STOCK OPTIONS under the Stock Incentive Plan, which provide an opportunity to benefit from long-term appreciation in the price of our common stock. RESTRICTED STOCK UNITS under the Stock Incentive Plan, which directly align recipients’ long-term interests with those of our stockholders by constantly mimicking the value of our common stock. PERFORMANCE SHARE UNITS under the Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term objective performance goals. GRIP (“GROWTH AND RETENTION INCENTIVE PLAN”) AWARDS under the Long-Term Incentive Plan, which provide an opportunity to earn additional cash if predetermined long-term objective performance goals are achieved. Individual NEOs may not receive all six forms of compensation every year. Awards under the Long-Term Incentive Plan, in particular, are only made from time to time; no GRIP awards were made in 2018.time. Ms. Abel-Hodges and Messrs. Duane, Grieder and Shiffman arewere the only NEOs who currently have outstandingreceived GRIP awards.awards when they were last made in 2017. Payouts under those awards requirerequired their respective business units to achieve predetermined levels of earnings over a three-year periodperformance cycle ending at the end of 2019. Compensation Committee Process Considerations when setting compensation The Compensation Committee reviews annually the compensation packages for each of our Named Executive Officers. This includes their base salaries, annual and long-term bonus opportunities, the value of their unvested stock options and RSU awards, and the allocation among these elements. We do not prescribe a specific formula for the mix of pay elements other than to favor variable performance-based pay over fixed pay and long-term pay over short-term. When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the median compensation for comparable executives within our peer group. (For more information,see “Peer Group,” which begins on page 38.45.) Then we consider both objective and subjective factors, such as: | · | individual, business unit, and company performance; |
| · | potential for advancement; |
| · | tenure in role and with PVH; |
| · | retention considerations; and |
| · | alignment with stockholder interests. |
▪
job responsibility; ▪
individual, business unit, and company performance; ▪
potential for advancement; ▪
tenure in role and with PVH; ▪
internal pay equity; ▪
pay history; ▪
retention considerations; and ▪
alignment with stockholder interests. The Compensation Committee also receives input from management, particularly Mr. Chirico and the Chief Human Resources Officer, about compensation for the other NEOs. Mr. Chirico’s compensation package is determined based upon the Board’s assessment of his performance. Input from each director on several performance metrics leads to the cumulative assessment of his performance (see discussion on page1922), which guides the Compensation Committee’s recommendation and the Board’s approval of his compensation package for the upcoming year. Generally speaking, we adjust Mr. Chirico’s compensation package less frequently than we adjust compensation for the other NEOs because the CEO’s compensation is more heavily weighted toward long-term elements than the compensation packages for the other NEOs, and the Committee prefers to look at several years of compensation results to determine whether preceding compensation adjustments worked as intended. | | | 36 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Executive Compensation Overview Authority to grant equity awards The Compensation Committee has sole authority to grant equity awards to the NEOs. The Committee has annually delegated limited authority to our Chief Executive Officer to make equity awards to other PVH associates—associates — principally in connection with promotions and new hires. Pursuant to this authority, the Chief Executive Officer may grant, on an annual basis, restricted stock units with an aggregate grant date value of $5 million and a maximum value in a year to any one associate of $300,000. In addition, infor each of 2017 and 2018,through 2019, the Committee delegated limited authority to our Chief Executive Officer to make discretionary equity awards to high-potential and high-performing executives below the senior executive level. Any awards made are in addition to an individual’s standard annual grant and subject to the parameters established by the Committee. For 2018, theseThese 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 is not expecting to continue this second delegation for 2020. The Committee receives a report annually on the awards granted pursuant to these delegations of authority. Schedule for Compensation Committee meetings The Compensation Committee generally makes decisions during the first quarter of each year about payouts of incentive plan awards for the recently completed fiscal year, and about base salaries, performance-based awards and equity grants for the current fiscal year. (See “Timing of Equity Awards” on page 42.49.) In addition, the Committee uses these first quarter meetings to consider and approve any new incentive compensation plans or arrangements that require Board or stockholder approval.approval, such as the amendments to the Stock Incentive Plan, including the increase in shares of common stock available for grant, that will be voted on at the Annual Meeting. (See “Proposal 3 – Approval of the Amendments to the Stock Incentive Plan” on page 77). The Compensation Committee’s other meetings typically are focused on reviewing our compensation programs generally and discussing potential changes to the program, including to address corporate governance and regulatory developments. The Committee also uses these other meetings to address compensation issues relating to changes in executives and promotions among the executive ranks. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the financial measures used in incentive awards, and alternative plans and financial measures. The Compensation Committee reviews tally sheets annually. Each NEO’s tally sheet covers prior year compensation and proposed compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites, and benefits. Tally sheets also illustrate compensation opportunities and benefits and quantify payments and other value an executive would receive in various termination of employment scenarios, meaning they show full “walk away” values. As such, they enable the Compensation Committee to see and evaluate the full range of executive compensation; understand the magnitude of potential payouts as a result of retirement, change in control, and other events resulting in termination of employment; and consider changes to our compensation program, arrangements and plans in light of “best practices” and emerging trends. Independent Compensation Consultant The Compensation Committee has retained ClearBridge Compensation Group (“ClearBridge”) as its independent compensation consultant since 2009. The Compensation Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees. ClearBridge meets and works with the Committee, our Chief Executive Officer, our Chief Human Resources Officer and our Senior Vice President, Global Compensation, Benefits and HR Systems, to develop each year’s compensation packages and overall compensation program. The Committee reviews the compensation program and related matters annually, and instructs the compensation consultant to provide information, analysis and recommendations to facilitate that review. Areas of focus in 20182019 included performance measures, the relative allocation of target pay among the compensation elements, developments in the marketplace, such as call for the use of ESG (environmental, social and whether to changegovernance) measures in incentive compensation awards, and the compensation program or the approach to constructing the NEOdevelopment of compensation packages in lightfor Mr. Larsson when he joined PVH and Ms. Abel-Hodges when she was promoted to Chief Executive Officer of the changeCalvin Klein and became an executive officer (her compensation was not previously subject to the deductibility of performance-based compensation under U.S. tax law.Committee review). The compensation consultant also assists the Committee in regard to its assessment of risks in our compensation program and consideration of tally sheets. ClearBridge is engaged by, and reports directly to, the Compensation Committee, and has been determined by the Committee to be independent under SEC rules and NYSE listing standards. ClearBridge also advises, and reports to, the Nominating, Governance & Management Development Committee on matters relating to non-employee director compensation. Management is prohibited from retaining the compensation consultant without the prior approval of the Compensation Committee. No such approval has been sought. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 37 | | |
CD&A Compensation Decisions for 2019 The Chief Human Resources Officer, Senior Vice President, Global Compensation, Benefits and HR Systems, and the General Counsel review drafts of the materials the compensation consultantClearBridge prepares for the Committee to ensure the accuracy of our internal data.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.
Compensation Decisions for 20182019 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. 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 Messrs. Duane, Grieder and Shiffman) the performance of the business units for which anthe NEO has (or had) responsibility. For any particular NEO, the Compensation Committee also may consider time between salary increases, whether the NEO was recently promoted or assumed additional responsibilities, the NEO’s advancement potential and whether the NEO executed special or difficult assignments during the year. Finally, the Compensation Committee takes into account the relative salaries of our Named Executive Officers. Ultimately, base salary decisions are subjective; no specific weight is assigned to any deciding factor. 2018
Base salaries for our NEOs are shown below. The salary increases shownreferenced were effective on June 1, 2018.2019.| Name | | | 2019 base salary | | | 2018 base salary | | | Increase % | | | EMANUEL CHIRICO | | | | $ | 1,500,000 | | | | | $ | 1,500,000 | | | | | | 0.0% | | | | MICHAEL A. SHAFFER | | | | $ | 950,000 | | | | | $ | 925,000 | | | | | | 2.7% | | | | STEFAN LARSSON | | | | $ | 1,200,000 | | | | | | — | | | | | | — | | | | CHERYL ABEL-HODGES | | | | $ | 1,000,000 | | | | | | NA | | | | | | NA | | | | DANIEL GRIEDER | | | | ₣ | 1,050,000 | | | | | ₣ | 1,000,000 | | | | | | 5.0% | | | | STEVEN B. SHIFFMAN | | | | $ | 975,000 | | | | | $ | 975,000 | | | | | | 0.0% | | |
| Name | 2018 base salary | 2017 base salary | Increase % | | Emanuel Chirico | $1,500,000 | $1,350,000 | 11.1% | | Michael A. Shaffer | $ 925,000 | $ 900,000 | 2.8% | | Francis K. Duane | $1,150,000 | $1,125,000 | 2.2% | | Daniel Grieder | ₣1,000,000 | ₣ 975,000 | 2.6% | | Steven B. Shiffman | $ 975,000 | $ 950,000 | 2.6% |
Mr. Chirico’s base salary had last been increased in 2012.
Short-Term Incentives—Performance Incentive Bonus Plan Objective
| | Objective | | | | | | | Annual bonus awards under our Performance Incentive Bonus Plan provide cash compensation that is at risk and contingent on the achievement of short-term company and, for some NEOs, business unit performance goals. We establish performance targets that we believe are rigorous, but not likely to encourage excessive risk. As evidence of this rigor, over the past five years, annual bonuses have been slightly above threshold once, slightly above target once, between target and maximum once, and at maximum twice. | |
| | | 38 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Compensation Decisions for some NEOs, business unit performance goals. We establish performance targets that we believe are rigorous, but not rigorous enough to encourage excessive risk. As evidence of this rigor, over the past five years, annual bonuses have been at or below target once, somewhat above target twice and at or near maximum twice.2019 We believe annual bonuses are appropriate to motivate the Named Executive Officers to execute against the budget and business plans approved by our Board each year. These budgets are the basis of our earnings and other guidance, assessments of our performance in earnings releases, and discussions with and presentations to investors. At the beginning of each year, the Compensation Committee makes three sets of decisions respecting annual bonuses: | 1. | Potential bonus payouts for each NEO. |
| 2. | Financial metrics that will determine award payouts and specific goals for each. |
| 3. | Non-financial strategic and performance goals applicable to all of the NEOs but against which they are individually assessed. |
2018
The Compensation Committee sets threshold, target and maximum payouts for each NEO, expressed as a percentage of the NEO’s base salary. For 2018,2019, award opportunities were as follows: | Name | Threshold (% base salary) | Target (% base salary) | Maximum (% base salary) | | Emanuel Chirico | 100 | 200 | 400 | | Michael A. Shaffer | 50 | 100 | 200 | | Francis K. Duane | 37.5 | 75 | 175 | | Daniel Grieder | 50 | 100 | 200 | | Steven B. Shiffman | 37.5 | 75 | 175 |
Mr. Chirico’s potential payouts were increased at each of threshold (from 75% to 100%), target (from 150% to 200%), and maximum (from 300% to 400%). There were no changes to the potential payouts for our other NEOs.
| Name | | | Threshold (% base salary) | | | Target (% base salary) | | | Maximum (% base salary) | | | EMANUEL CHIRICO | | | 100 | | | 200 | | | 400 | | | MICHAEL A. SHAFFER | | | 50 | | | 100 | | | 200 | | | STEFAN LARSSON | | | 75 | | | 150 | | | 300 | | | CHERYL ABEL-HODGES | | | 37.5 | | | 75 | | | 175 | | | DANIEL GRIEDER | | | 50 | | | 100 | | | 200 | | | STEVEN B. SHIFFMAN | | | 37.5 | | | 75 | | | 175 | |
Annual bonuses for Mr. Chirico and Mr. Shaffer were based entirely upon our earnings per share of our common stock for the year. Mr. Larsson’s award was also based entirely on earnings per share but his bonus was also guaranteed to pay out at the target level, prorated for his actual days of service upon his hiring. (He would have earned a higher payout commensurate with performance had we exceeded target level performance.) Bonuses for NEOs with divisional responsibilities were based on both corporate earnings per share and operating income for their respective business units, in the proportions shown below. We selected these two metrics because they are important to our investors. | Name | | | Earnings per share | | | Business unit operating income | | | | | EMANUEL CHIRICO | | | 100% | | | N/A | | | | | MICHAEL A. SHAFFER | | | 100% | | | N/A | | | | | STEFAN LARSSON | | | 100% | | | N/A | | | | CHERYL ABEL-HODGES
Calvin Klein Global
and The Underwear Group | | | 30% | | | 70% | | | | | | | | DANIEL GRIEDER
Tommy Hilfiger Global and Calvin
Klein/Heritage Brands Europe | | | 30% | | | 70% | | | | STEVEN B. SHIFFMAN
Calvin Klein Global and
The Underwear Group | | | 30% | | | 70% | | | |
| | 33 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 39 | | |
| Name | Earnings per share | Business unit operating income | | Emanuel Chirico | 100% | N/A | | Michael A. Shaffer | 100% | N/A | Francis K. Duane Heritage Brands Portfolio | 50% | 50% | Daniel Grieder Tommy Hilfiger Global and Calvin Klein/Heritage Brands Europe | 30% | 70% | Steven B. Shiffman Calvin Klein Global and The Underwear Group | 30% | 70% |
Oversight of The Underwear Group was moved from Mr. Duane to Mr. Shiffman due to the importance of our Calvin Klein Underwear business to that group. Mr. Grieder’s responsibility
CD&A Compensation Decisions for our Heritage Brands business activities in Europe were expanded beyond our Michael Kors dress furnishings business (his sole responsibility in 2017) to include an Izod sportswear business that was launched in Europe during 2018.2019 Payouts for the NEOs also are based upon individual performance against pre-established non-financial strategic and performance criteria, which gives the Compensation Committee some flexibility to modify payouts (up or down) by up toa maximum of 25% of ana NEO’s base salary, so long as an adjusted award does not exceed the NEO’s maximum opportunity. We added this additionalThis component toencourages and rewards the bonus awards in 2017 to encourage and reward NEOs’ efforts to improve performance, develop and advance associates under their leadership, and lead progress against our corporate responsibility commitments.commitments and take other actions that have a negative earnings impact in the year taken but the Committee determines are beneficial to us. These items either do not get captured by the financial goals or are expected to yield benefits only in the future.2018future and may not be reflected directly in future bonus calculations.
Payouts of bonuses for all the NEOs were contingent principally upon achievement of their respective earnings goals (earnings per share for all NEOs and business unit operating income for certain NEOs). The earnings per share and business unit earnings goals at target were based on the budget approved by the Board at the beginning of 20182019 and included a planned level of share repurchases. The earnings per share goal at target also is typically at or near the midpoint of the earnings per share guidance range we give to investors at the beginning of each year. The earnings per share goal at target for 20182019 was at the midpoint of our guidance and was inclusive of an expected $0.35$0.22 per share positivenegative impact related to foreign currency exchange rates. The actual positivenegative impact was only $0.05$0.35 per share. Once the target was established, we set the threshold performance goal at approximately 90% of target and the maximum performance goal at approximately 110% of target, as was the case in 2018.2019. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business but has been approximately 90% to 110% for each of the past three years. | | Threshold | Target | Maximum | | 2018 earnings per share goal | $8.10 | $9.05 | $10.00 | | (Decrease) increase from 2017 bonus earnings per share results of $8.141 | (0.5)% | 11.2% | 22.9% | | 2018 earnings per share2 | $9.60 | | Goal achieved (as a percentage of target) | 106.1% |
| | | | Threshold | | | Target | | | Maximum | | | 2019 earnings per share goal | | | $9.35 | | | $10.35 | | | $11.35 | | (Decrease) increase from 2018 earnings per
share results of $9.601 | | | (2.6)% | | | 7.8% | | | 18.2% | | | 2019 earnings per share2 | | | | | | $9.66 | | | | | | Goal achieved (as a percentage of target) | | | | | | 93.3% | | | | |
1
1This number is on a non-GAAP basis. Earnings per share on a GAAP basis and was used for 2017 was $6.84.2 This number is on a non-GAAP basis.bonus purposes only. Earnings per share on a GAAP basis for 2018 was $9.65.
2
This number is on a non-GAAP basis and was used for bonus purposes only. Earnings per share on a GAAP basis for 2019 was $5.60 Our earnings per share results were betweenslightly above the target and maximum goals.threshold level goal. As a result, our NEOs received payouts on the EPS portion of their bonus awards calculated using straight-line interpolation between their respective targetthreshold and maximumtarget potential payouts.
| | | 40 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Compensation Decisions for 2019 Individual business units Annual bonuses for Ms. Abel-Hodges and Messrs. Duane, Grieder and Shiffman are (were) based heavily on the operating income of the business units each leads. The threshold, target and maximum operating income goals applicable to each of these NEOs are set forth below, as well as the actual results and payout percentage for 2018.2019. Threshold performance goals typically are set at approximately 90% of target, and maximum performance goals typically are set at approximately 110% of target, consistent with the awards based on earnings per share. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business conditions, but has been approximately 90% to 110% for each of the past three years. Operating Income Goals NEO | Business unit(s) | Threshold
($ and as %
of target)
| Target
($ and as
% of target)
| Maximum
($ and as
% of target)
| Actual
($ and as %
of target) | Francis K. Duane | Heritage Brands Portfolio | $131,000,000
85%
| $153,525,000
100%
| $175,500,000
114%
| $157,982,000
103%
| Daniel Grieder | Tommy Hilfiger Global and Calvin Klein/Heritage Brands Europe | €611,000,000
93%
| €657,233,000
100%
| €702,000,000
107%
| €704,627,000
107%
| Steven B. Shiffman | Calvin Klein Global and The Underwear Group | $507,000,000
92%
| $554,070,000
100%
| $600,000,000
108%
| $539,461,000
97%
|
| NEO | | | Business unit(s) | | | Threshold
($ and as %
of target) | | | Target
($ and as
% of target) | | | Maximum
($ and as
% of target) | | | Actual
($ and as %
of target) | | | CHERYL ABEL-HODGES | | | Calvin Klein Global and The Underwear Group | | | | $ | 520,000,000 | | | | | $ | 566,046,000 | | | | | $ | 612,000,000 | | | | | $ | 541,181,000 | | | | | | | 92% | | | | | | 100% | | | | | | 108% | | | | | | 96% | | | | DANIEL GRIEDER | | | Tommy Hilfiger Global
and Calvin Klein/
Heritage Brands Europe | | | | € | 712,500,000 | | | | | € | 762,556,000 | | | | | € | 812,500,000 | | | | | € | 745,076,000 | | | | | | | 93% | | | | | | 100% | | | | | | 107% | | | | | | 98% | | | | STEVEN B. SHIFFMAN | | | Calvin Klein Global and The Underwear Group | | | | $ | 520,000,000 | | | | | $ | 566,046,000 | | | | | $ | 612,000,000 | | | | | $ | 541,181,000 | | | | | | | 92% | | | | | | 100% | | | | | | 108% | | | | | | 96% | | |
Each of Ms. Abel-Hodges and Messrs. Duane, Grieder and Shiffman qualified for a payout of the portion of their annual bonus awards attributable to the earnings performance of their business units. These payouts, subject to the adjustments described below, were calculated on a straight-line interpolation basis from the potential payouts shown above. Payouts on the business unit portion of the annual awards were between target and maximum for Mr. Duane, at maximum for Mr. Grieder, and between threshold andslightly below target for Mr. Shiffman.all three of these NEOs. Discretionary adjustments for non-financial criteria In addition to the financial goals discussed above, each NEO’s bonus award potentially was subject to adjustment based on the NEO’s performance against prescribed non-financial strategic and performance criteria. The Compensation Committee adjusted Ms. Abel-Hodges’ and Mr. Duane’s bonusGrieder’s bonuses upward based upon certaintheir efforts he made in 2018 to grow the Heritage Brands business. Mr. Shiffman’s bonus was adjusted downward due to issues in the Calvin Klein business related to a strategy he had developed.2019. See the discussion below.2018
2019 annual bonus amounts Annual bonuses for the NEOs were calculated using the following formulas:formulas and were then subject to adjustment for non-financial criteria, as described immediately above: For Messrs. Chirico, Shaffer and Shaffer:Base salary x individual bonus percentage based on earnings per share achievement level +/- discretionary adjustments, if any
Larsson: For Ms. Abel-Hodges and Messrs. Duane, Grieder and Shiffman: Base salary x individual bonus percentage based on earnings per share achievement level x weight of EPS metric
+
Base salary x individual bonus percentage based on business unit earnings achievement level x weight of operating income metric
+/-
Discretionary adjustments, if any
| | 35 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 41 | | |
CD&A Compensation Decisions for 2019 The calculation of the actual bonus payout amounts is shown below. | NEO | Earnings per share potential
payouts (% of base salary) | Payout on
earnings per
share ($ and
as % of base
salary) | Business unit operating income
potential payouts (% of base
salary) | Payout on
business unit
operating
income
($ and as % of
base salary) | Discretionary
adjustments
($ and as % of
base salary) | Total annual
bonus
($ and as %
of base
salary) | Threshold
| Target | Maximum | Threshold | Target | Maximum | | Emanuel Chirico | 100.00 | 200.00 | 400.00 | $4,736,850 315.79% | | | | | $ - | $4,736,850 315.79% | | Michael A. Shaffer | 50.00 | 100.00 | 200.00 | $1,460,483 157.89% | | | | | $ - | $1,460,483 157.89% | | Francis K. Duane | 18.75 | 37.50 | 87.50 | $764,175 66.45% | 18.75 | 37.50 | 87.50 | $547,860 47.64% | $240,000 20.87% | $1,552,035 134.96% | | Daniel Grieder1 | 15.00 | 30.00 | 60.00 | €419,677 47.37% | 35.00 | 70.00 | 140.00 | €1,240,339 140.00% | € - | €1,660,016 187.37% | | Steven B. Shiffman | 11.25 | 22.50 | 52.50 | $388,733 39.87% | 26.25 | 52.50 | 122.50 | $432,413 44.35% | $(82,115) -8.42% | $739,031 75.80% |
| | | | Earnings per share potential
payouts (% of base salary) | | | Payout on
earnings per
share ($ and
as % of base
salary) | | | Business unit operating
income potential payouts
(% of base salary) | | | Payout on
business unit
operating
income
($ and as % of
base salary) | | | Discretionary
adjustments
($ and as % of
base salary) | | | Total annual
bonus
($ and as %
of base
salary) | | | NEO | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | EMANUEL CHIRICO | | | 100.00 | | | 200.00 | | | 400.00 | | | $1,965,000 | | | | | | | | | | | | | | | $ — | | | $1,965,000 | | | | | | | | | | | | | 131% | | | | | | | | | | | | | | | | | | 131% | | | MICHAEL A. SHAFFER | | | 50.00 | | | 100.00 | | | 200.00 | | | $622,250 | | | | | | | | | | | | | | | $ — | | | $622,250 | | | | | | | | | | | | | 66% | | | | | | | | | | | | | | | | | | 66% | | STEFAN LARSSON1 | | | 75.00 | | | 150.00 | | | 300.00 | | | $1,198,440 | | | | | | | | | | | | | | | $ — | | | $1,198,440 | | | | | | | | | | | | | 150% | | | | | | | | | | | | | | | | | | 150% | | CHERYL ABEL-HODGES2 | | | 9.92 | | | 19.85 | | | 47.20 | | | $130,048 | | | 23.16 | | | 46.32 | | | 110.13 | | | $309,976 | | | $109,976 | | | $550,000 | | | | | | | | | | | | | 13% | | | | | | | | | | | | 31% | | | 11% | | | 55% | | DANIEL GRIEDER3 | | | 15.00 | | | 30.00 | | | 60.00 | | | €194,891 | | | 35.00 | | | 70.00 | | | 140.00 | | | €573,069 | | | €223,852 | | | €991,812 | | | | | | | | | | | | | 20% | | | | | | | | | | | | 58% | | | 23% | | | 100% | | STEVEN B. SHIFFMAN4 | | | 11.25 | | | 22.50 | | | 52.50 | | | $59,067 | | | 26.25 | | | 52.50 | | | 122.50 | | | $153,558 | | | $ — | | | $212,625 | | | | | | | | | | | | | 15% | | | | | | | | | | | | 38% | | | | | | 53% | |
1
Mr. Larsson was guaranteed a bonus at target level prorated for actual days employed pursuant to his employment agreement. See page 57. 1
2
Ms. Abel-Hodges’ bonus was prorated to reflect her change in business unit and payout opportunities as a result of her promotion to CEO, Calvin Klein, in June 2019. 3
Mr. Grieder’s bonus is paid in euros but is based on a salary level tied to Swiss francs, converted at a franc-to-euro exchange rate of 0.8860,0.9446, which was the average rate for March 2019,2020, the month in which the payout was certified. 4
Mr. DuaneShiffman’s payout was prorated for the actual number of days employed, as provided under his employment agreement. Ms. Abel-Hodges received an upward adjustment of her bonus of $109,976 (11% of her base salary) for her efforts in stabilizing the Calvin Klein business, improving product offerings, and recapturing brand heat and relevancy after assuming her role midway through the year. Mr. Grieder received an upward adjustment of his bonus of $240,000 (20.87%€223,852 (23% of his base salary) for his efforts leading our innovation program, the expansion of our digital effortssuccess in continuing to increase market share for the Heritage Brands business, including the launch of three owned e-commerce sites,TOMMY HILFIGER brand and the licensing ofIZOD for sales by our Europe team.Mr. Shiffman received a downward adjustment of his bonus of $82,115 (8.42% of his base salary). This adjustment was to reflect that Mr. Shiffman’s strategyincreasing brand relevance and penetration for the Calvin Klein business resulted
CALVIN KLEIN brand in performance issuesEurope in parts of the business, leading to the decision to exit the high-end “halo” Collection business and restructure other parts of the organization.a difficult environment. Long-Term Incentives—Stock Options and Restricted Stock Units Annual grants under our 2006 Stock Incentive Plan of stock options and restricted stock units align the NEOs’ interests with those of our stockholders. The value of these awards is at risk and varies with the price of our common stock. We believe that stock options provide an incentive to recipients to increase stockholder value over the long term: the benefit of a stock option is determined by how much the price of the underlying stock appreciates over the life of the option, and an option has no value if that stock price does not increase. Moreover, we believe that stock options have the potential to deliver more value to an executive than restricted stock units. We grant restricted stock units because they mimic the interests of stockholders, as both increases and decreases in our stock price have the same effect on holders of restricted stock units as they do on stockholders. Additionally, restricted stock units serve as a constant incentive, regardless of fluctuations in stock price. We believe the use of a combination of stock options and restricted stock units is consistent with our compensation philosophy, as each aligns our executives with stockholder interests in different ways. 2018
We grantedmade standard annual grants of both stock options and restricted stock units to each of our Named Executive Officers during 2018, except as noted below with regard to Mr. Duane.2019. These awards vest at a rate of 25% on each of the first four anniversaries of the grant date, except as noted below with regard to Mr. Duane.date. The stock options will expire | | | 42 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Compensation Decisions for 2019 10 years after the grant date if not exercised. Grantees receive shares of our common stock upon the vesting of restricted stock units equal in number to the number of restricted stock units that vest. Grantees may elect to have us withhold shares with a value on the vesting date equal to taxes that are owed. We entered into a three-year employment agreement with Mr. Duane in March 2018. The agreement provided for him to receive a one-time grantalso made special grants of RSUs to Mr. Shaffer and Mr. Grieder. The grants were made in connection with the CEO succession plan we put into place to incentivize these key leaders to ensure the smooth transition in the CEO role from Mr. Chirico to Mr. Larsson as well as Mr. Chirico’s eventual retirement from the Company (he is expected to become Executive Chairman when he relinquishes the CEO role). They are also intended to keep the management team intact to ensure continuity and to continue their efforts that have led to our success and growth since they assumed their roles. These awards have a target grant date valuefive-year term (coinciding with the term of $3,300,000,Mr. Chirico’s employment agreement) and for no stock options to be granted. The target grant date value was equal to three times the aggregate target grant date valueare back-end weighted, with vesting occurring 10% on each of the annual RSUsfirst and stock options that he had received previously. These RSUs will vest in one-third incrementssecond anniversaries, 15% on the first, secondthird and thirdfourth anniversaries ofand 50% on the grant date.Long-Term Incentives—Performance Share Units Annual grants under our 2006 Stock Incentive Plan of performance share units provide compensation that is at risk and contingent on the achievement of pre-determined performance criteria over an extended period. Performance share units also link to our performance and align with stockholder interests because their value will increase if our stock price is higher at the end of the performance cycle than it was on the grant date (and will decrease if the stock price is lower). Performance share units have retentive value because they generally only pay out if the participant remains employed by PVH for the entire performance cycle. Performance share unit awards granted in 20182019 have a three-year performance cycle and will vest (or not) based on PVH’s performance against two financial metrics: absolute stock price performance (50% weight) and relative total stockholder return against the S&P 500 as constituted on the grant date (50% weight). We believe this structure for the awards provides a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our stockholders. We regularly review the financial metrics and consider alternatives but continue to believe that relative total stockholder return and absolute stock price performance best reflect increases in value for our stockholders. We also believe it is important to use different financial measures for annual and long-term incentive awards. To reinforce the long-term focus these awards are meant to create, Mr. Chirico is required to hold for one year the after-tax shares he receives upon payout. This holding requirement is in addition to his stock ownership guideline.See “Stock Ownership Requirements” on page 42.2018
49. All of our Named Executive Officers received awards of performance share units in 20182019 with respect to a performance cycle generally covering the second quarter of 20182019 through the first quarter of 2021.2022. Potential payouts of these awards are determined by taking the applicable monetary amounts at threshold, target, and maximum and converting each amount to a number of shares based on the value of our common stock when the award is granted.
The NEOs’ performance share unit awards are subject to achievement of absolute stock price growth and relative TSR against prescribed targets. The Compensation Committee set target performance for both metrics at levels that approximate or are slightly higher than median performance by the S&P 500. (The historic median three-year return for the S&P 500 is [•]%.averaged 11% for the last ten years.) The performance goals are shown below. | | Threshold* | Target* | Maximum* | | Compound annual growth in stock price (%) | 5 | 10 | 20 | | Relative TSR (percentile) | 30th | 55th | 80th |
| | | | Threshold* | | | Target* | | | Maximum* | | | Compound annual growth in stock price (%) | | | 5 | | | 10 | | | 20 | | | Relative TSR (percentile) | | | 30th | | | 55th | | | 80th | |
*
*
These goals are presented solely for the purpose of describing our compensation program. They are not management’s estimates of results or other guidance. Investors should not apply these goals to other contexts. | | 37 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 43 | | |
CD&A Compensation Decisions for 2019 The following table shows the potential payouts and the number of shares each payout represents on the grant date. | Name | Threshold ($)1 | Threshold (# shares) | Target ($)1 | Target (# shares) | Maximum ($)1 | Maximum (# shares) | | Emanuel Chirico | 2,567,686 | 16,022 | 5,135,211 | 32,043 | 10,270,262 | 64,085 | | Michael A. Shaffer | 285,423 | 1,781 | 570,846 | 3,562 | 1,141,532 | 7,123 | | Francis K. Duane | 190,389 | 1,188 | 380,618 | 2,375 | 761,075 | 4,749 | | Daniel Grieder | 95,194 | 594 | 190,389 | 1,188 | 380,618 | 2,375 | | Steven B. Shiffman | 190,389 | 1,188 | 380,618 | 2,375 | 761,075 | 4,749 |
| Name | | | Threshold
($)1 | | | Threshold
(# shares) | | | Target
($)1 | | | Target
(# shares) | | | Maximum
($)1 | | | Maximum
(# shares) | | | EMANUEL CHIRICO | | | | | 2,564,0711 | | | | | | 19,627 | | | | | | 5,128,0121 | | | | | | 39,253 | | | | | | 10,256,0241 | | | | | | 78,506 | | | | MICHAEL A. SHAFFER | | | | | 288,7141 | | | | | | 2,210 | | | | | | 577,2981 | | | | | | 4,419 | | | | | | 1,154,5961 | | | | | | 8,838 | | | | STEFAN LARSSON | | | | | 716,7602 | | | | | | 8,171 | | | | | | 1,433,5202 | | | | | | 16,342 | | | | | | 2,867,0402 | | | | | | 32,684 | | | | CHERYL ABEL-HODGES | | | | | 167,2773 | | | | | | 1,756 | | | | | | 334,5533 | | | | | | 3,512 | | | | | | 669,0113 | | | | | | 7,023 | | | | DANIEL GRIEDER | | | | | 96,2821 | | | | | | 737 | | | | | | 192,4331 | | | | | | 1,473 | | | | | | 384,8651 | | | | | | 2,946 | | | | STEVEN B. SHIFFMAN | | | | | 192,4331 | | | | | | 1,473 | | | | | | 384,8651 | | | | | | 2,946 | | | | | | 769,7311 | | | | | | 5,892 | | |
1
1The award values are equal to the number of shares multiplied by $160.26,$130.64, 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 46.53. 2
The award value is equal to the number of shares multiplied by $87.72, the closing price of our common stock on the grant date, which was the first business day of the month following the date that Mr. Larsson joined us. 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 53. 3
The award was granted in connection with the promotion of Ms. Abel-Hodges and the value is equal to the number of shares multiplied by $95.26, the closing price of our common stock on the grant date, which was the first business day of the month following the date that she was promoted. 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 53. 2019 Results There were no payouts of PSU awards for the three-year performance cycle that commenced April 25, 2017 and ended on April 24, 2020. We consider PSU awards to be part of the compensation paid to the NEOs as of the end of the most recently completed year even though the performance cycles end in the current year. Long-Term Incentives—2017 GRIP Awards We granted GRIP awards under our cash-based Long-Term Incentive Plan in 2017 to incentivize Ms. Abel-Hodges and Messrs. Duane, Grieder and Shiffman to drive the long-term strategy of their respective businesses, stimulate an entrepreneurial culture and enhance retention. These awards are unique to each participant’s business or businesses and are dependent upon the participants’ individual performance and the performance of their respective teams. We made similar awards, with consistent goals, to other executives within these business units to reflect their roles. The performance measure used for each NEO’s GRIP award is the EBIT of the NEO’s business unit(s) tied to the applicable three-year plan.
Below are the EBIT goals and actual results of the business units with respect to which the GRIP awards were made, along with the potential and actual payouts of the awards. Potential payouts at threshold were set at 50% of the potential target payout for all three and at 300% of target at maximum for Messrs. Grieder and Shiffman, and 200% at maximum for Ms. Abel-Hodges. The earnings goals shown in the table below represent cumulative EBIT for the three-year performance cycle. | Name | | | Threshold | | | Earnings Goals
Target | | | Maximum | | | Actual | | | Threshold | | | Potential
Payouts
Target | | | Maximum | | | Payout
($ and as
a % of
Target) | | CHERYL ABEL-HODGES
The Underwear Group and True&Co. | | | | $ | 305,000,000 | | | | | $ | 321,000,000 | | | | | $ | 353,000,000 | | | | | $ | 349,000,000 | | | | | $ | 250,000 | | | | | $ | 500,000 | | | | | $ | 1,000,000 | | | | | $ | 937,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 188% | | | DANIEL GRIEDER
Tommy Hilfiger
Global and PVH
Europe | | | | € | 1,760,000,000 | | | | | € | 1,853,000,000 | | | | | € | 2,038,000,000 | | | | | € | 2,136,000,000 | | | | | € | 689,000 | | | | | € | 1,378,000 | | | | | € | 4,132,000 | | | | | € | 4,132,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 300% | | | STEVEN B. SHIFFMAN
Calvin Klein Global | | | | $ | 1,597,000,000 | | | | | $ | 1,681,000,000 | | | | | $ | 1,849,000,000 | | | | | $ | 1,487,000,000 | | | | | $ | 750,000 | | | | | $ | 1,500,000 | | | | | $ | 4,500,000 | | | | | $ | — | | |
| | | 44 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Compensation Decisions for 2019 Competitive Pay for Performance ClearBridge reviews with the Committee annually the compensation peer group used in the prior year, along with potential additions or deletions from the group. The companies in the proposed peer group are involved in the wholesale or retail sales of apparel and related products, use similar channels of distribution, and are of a comparable size to PVH. The Committee reviews, considers, and approves the peer group annually. Factors deliberated include changes to a peer company’s business that make our companies less comparable; pending acquisitions involving a peer company; a material change in a peer company’s financial condition or results of operations; and a diminution in the amount and quality of compensation information available regarding a peer company’s executives. We use the peer group to provide market context for compensation decisions, both because these are the companies with which we compete for executive talent and because it helps the Compensation Committee assess the reasonableness of our compensation packages. Specifically, the Committee considers a study compiled by ClearBridge (using information culled from public filings and published compensation benchmark surveys) of compensation awarded to executives in the peer group as part of its review when considering compensation packages. The 2019 peer group for 2018 shown below consistsconsisted of public companies with wholesale or retail apparel, accessories or related products businesses, thatas well as specialty retailers. The peer group companies had revenues for their most recently completed fiscal yearyears between approximately 50% and 200% of our annual revenue.revenue, as shown below. We did not make any changes ineliminated Luxottica Group S.p.A from our peer group for 2018 from2019 because they were acquired during the year. In addition, we added Ross Stores, Inc. based on its size and industry relevance and removed Burberry Group plc because it was the smallest company in the peer group usedand only provided limited compensation information. | Company | | | Industry | | | Most Recent
Fiscal Year
Revenue | | | Enterprise Value
(as of 2/2/20) | | | | | | The Gap, Inc. | | | Apparel Retail | | | | $ | 16,383 | | | | | $ | 13,250 | | | | | Ross Stores, Inc. | | | Apparel Retail | | | | $ | 16,039 | | | | | $ | 42,594 | | | | The Estée Lauder
Companies Inc. | | | Personal Products | | | | $ | 14,863 | | | | | $ | 74,082 | | | | | L Brands, Inc. | | | Apparel Retail | | | | $ | 12,914 | | | | | $ | 15,210 | | | | | V.F. Corporation | | | Apparel, Accessories and Luxury Goods | | | | $ | 11,1591 | | | | | $ | 35,776 | | | | | PVH Corp. | | | Apparel, Accessories and Luxury Goods | | | | $ | 9,909 | | | | | $ | 10,858 | | | | | Foot Locker, Inc. | | | Apparel Retail | | | | $ | 8,005 | | | | | $ | 6,575 | | | | | Hanesbrands Inc. | | | Apparel, Accessories and Luxury Goods | | | | $ | 6,967 | | | | | $ | 9,001 | | | | | Ralph Lauren Corporation | | | Apparel, Accessories and Luxury Goods | | | | $ | 6,313 | | | | | $ | 9,706 | | | | | Tapestry, Inc. | | | Apparel, Accessories and Luxury Goods | | | | $ | 6,027 | | | | | $ | 10,220 | | | | | Levi Strauss & Co. | | | Apparel, Accessories and Luxury Goods | | | | $ | 5,763 | | | | | $ | 7,809 | | | | | Capri Holdings Limited | | | Apparel, Accessories and Luxury Goods | | | | $ | 5,238 | | | | | $ | 8,939 | | | | | Tiffany & Co. | | | Specialty Stores | | | | $ | 4,424 | | | | | $ | 17,869 | | | |
1
Represents revenue for 2017. | Burberry Group plc | | Levi Strauss & Co. | | The Estee Lauder Companies Inc. | | | Capri Holdings Limited | | Luxottica Group S.p.A. | | The Gap, Inc. | | | Foot Locker, Inc. | | Ralph Lauren Corporation | | Tiffany & Co. | | | Hanesbrands Inc. | | Tapestry, Inc. | | V.F. Corporation | | | L Brands, Inc. | | | | | |
the year ended March 31, 2019, excluding the revenue of its jeans business, which it spun off on May 22, 2019 under the name Kontoor Brands, Inc. | | 38 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 45 | | |
CD&A Compensation Decisions for 2019 PVH Performance Compared to Peer Group Performance We have consistently been among the best in our peer group in terms of revenue growth and earnings per share, and TSR, as shown below. 
1
1
Earnings per share amounts used are on a non-GAAP basis, as reported by us.
2
Total Shareholder Return vs. S&P 500 is based on the S&P 500 companies as of March 12, 2019,following our fiscal year end, which differs from the S&P 500 companies used to determine the performance share unitsPSU payout for the performance period ended April 25, 201924, 2020 ( see discussion on page 3743) for additional details).
3
Overall percentile ranking excludes TSR vs. S&P 500. PVH Executive Compensation Compared to Peer Group Compensation The charts below, which compare the compensation awarded to our NEOs (other than Mr. Shiffman) to the compensation awarded to their counterparts in our peer group, demonstrate that the compensation paid to our NEOs is generally consistent with our competitive performance. 
“Total cash compensation” consists of salary and bonus. For the NEOs, “total target direct compensation” consists of salary, bonus, the value of stock option and restricted stock unit grants made in 2018,2019, and the value of the payouts received on PSUs for the performance cycle ended April 25, 2019.24, 2020. For peer group executives, “total target direct compensation” includes the value at target of the long-term incentive awards granted in 2018.2019.| | 39 | 46 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Compensation Decisions for 2019 Similarly, the distribution of our executive compensation among long- and short-term elements, and fixed and variable elements, is consistent with the distribution within our peer group. 
CEO Compensation Compared to Total ShareholderStockholder 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 2016, 2017, 2018 and 20182019 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. 
Target total compensation consists of salary, target bonus, the value of stock option and restricted stock unit grants made in each year, and the target value of performance share unit awards for the performance cycle beginning in each year.
Actual total compensation includes actual salary, actual bonus paid, the value of stock option and restricted stock unit grants made in each year and, for 2018, the value as of April 25, 2019, of the payout earned on the PSUs for the performance cycle ended on that date.
| | 40 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 47 | | |
Other Benefits Our Named Executive Officers, other than Mr. Larsson and Mr. Grieder, participate in our Pension Plan, Supplemental Pension Plan, Associates Investment Plan (our 401(k) plan, “AIP”), Supplemental Savings Plan and Executive Medical Reimbursement Insurance Plan. Mr. Larsson cannot begin participating in the pension plan until July 1, 2020 because he needs to complete a year of service. He participates in the AIP. He 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. Mr. Grieder participates in theZwitserleven Pensioen Plan (a defined contribution plan for associates in the PVH Europe headquarters in Amsterdam). In addition, Messrs.Mr. Chirico and Duane are partiesis a party to a capital accumulation program agreementsagreement with PVH.See “Pension Benefits,” “Defined Benefit Plans,” and “Non-qualified Deferred Compensation” for a description of the U.S. programs. We believe the benefits offered under our retirement, pension and welfare plans serve a different purpose than the other components of compensation. In general, these benefits are designed to provide a safety net against the financial catastrophes that can result from illness, disability or death, and to provide a reasonable level of retirement income based on compensation and years of service. Benefits offered to our executive officers are similar to those that are offered to the general associate population, with some variation to promote tax efficiency and replace benefit opportunities lost due to regulatory limits. Perquisites are limited and generally consist of discounts in our retail stores available to all associates and, in certain cases, clothing allowances and gym memberships.
Clothing allowances. We provideprovided clothing allowances for purchases ofCALVIN KLEINapparel to key executives of our Calvin Klein business, including Ms. Abel-Hodges and Mr. Shiffman, as well as certain other executives who regularly speak publicly in order for them to portray the image of PVH and theCALVIN KLEIN brand. We discontinued this program in 2019. Car and driver. We own a car and employ a driver who drives executives to and from meetings, including among our four New York City and five New York metropolitan area offices, and provides other services (such as messenger services). Although the majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, we allow Mr. Chirico to use the car and driver for personal purposes—purposes — generally for his daily commute—commute — as we believe this accommodation enables him to be more productive during this time. We also lease a car and employ a driver who drives executives to and from meetings, and provides other services (such as messenger services), in Amsterdam, where our European headquarters is located. The majority of the driver’s services (and, therefore, the costs associated with the car) are for business purposes, although we allow Mr. Grieder to use the car and driver for personal purposes, which he has done on a limited basis.
Sporting events. As part of certain marketing activities, including sponsorships of the New York Giants and the Brooklyn Nets, we have a limited number of tickets (including use of a suite) to Giants football games at MetLife Stadium and events at the Barclays Center. These are provided at no cost to us and are available to all of our associates on a non-discriminatory basis, so they may at times be used personally by our NEOs. We also own rights to suitesseats at Amsterdam Arena (home of Ajax Amsterdam, a team in the Eredivisie, the top soccer league in the Netherlands) and MetLife Stadium for the New York Jets as well asand 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 the suitesgames, events and boxmatches may on occasion be used personally by associates, including our NEOs.Special note about benefits for Mr. Grieder
Mr. Grieder is a resident of Switzerland and receives an allowance to cover housing expenses while working in Amsterdam. We believe this to be a common employment practice for key executives in Europe who work outside their home countries and return to their home countries for weekends. We also pay for Mr. Grieder’s personal travel costs between Amsterdam and Zurich, subject to an annual cap, in accordance with the practice of our Amsterdam office for all executives who commute to and from a home country. Finally, we reimburse Mr. Grieder for annual tax services, subject to an annual cap. This is another benefit we provide to senior executives in Amsterdam who live in other countries.
| | | SPECIAL NOTE ABOUT BENEFITS FOR MR. GRIEDER | | | | | | Mr. Grieder is a resident of Switzerland and receives an allowance to cover housing expenses while working in Amsterdam. We believe this to be a common employment practice for key executives in Europe who work outside their home countries and return to their home countries for weekends. We also pay for Mr. Grieder’s personal travel costs between Amsterdam and Zurich, subject to an annual cap, in accordance with the practice of our Amsterdam office for all executives who commute to and from a home country. Finally, we reimburse Mr. Grieder for annual tax services, subject to an annual cap. This is another benefit we provide to senior executives in Amsterdam who live in other countries. | | |
| | 41 | 48 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Administration of our Compensation Programs Administration of our Compensation Programs Stock Ownership Requirements Our Chief Executive Officer is required to hold shares of our common stock with an aggregate value equal to six times his annual base salary. Our other NEOs must hold our common stock with an aggregate value equal to three times their respective annual base salaries. In addition, Mr. Chirico must hold for one year the after-tax payouts of his PSU awards. NEOs who are not in compliance with their ownership guideline must hold 50% of their after-tax shares received upon vesting or exercise of awards until they are in compliance. As of the date of this Proxy Statement, all of the NEOs are in compliance with our stock ownership guidelines.
| | Our Chief Executive Officer is required to hold shares of our common stock with an aggregate value equal to six times his annual base salary. Our other NEOs must hold our common stock with an aggregate value equal to three times their respective annual base salaries. In addition, Mr. Chirico must hold for one year the after-tax payouts of his PSU awards. NEOs who are not in compliance with their ownership guideline must hold 50% of their after-tax shares received upon vesting or exercise of awards until they are in compliance. As of the date of this Proxy Statement, all of the NEOs, other than Mr. Larsson, who has been with us for under one year, and Ms. Abel-Hodges, who became subject to the guidelines only last June, are in compliance with our stock ownership guidelines. Executive officers are required to meet the ownership requirements within five years of becoming subject to them. | | | | |
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 acquisitionacquisitions, divestitures, restructurings and related restructuring and integration costs and subsequentany discrete tax events, including changes in tax rates or accounting rules)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 earnings targets discussed in this Proxy Statement all include adjustments and exclusions of the type discussed above. These adjustments and exclusions may differ from those used by management when providing guidance and discussing results. As a result, the earnings results and targets discussed in this section may differ from, or may not in the future be aligned with, our reported earnings. Our equity award policy provides that the annual grant of stock options and restricted stock units to our senior executives, including our NEOs, generally will be approved by the Compensation Committee at a meeting held during the period commencing two days after the public release of the prior year’s earnings results and ending two weeks before the end of the first fiscal quarter of the current year. PSU awards are made later in the first quarter to provide time to finalize financial goals and, because the goals include stock price performance, so that the end of the performance cycle occurs shortly after we report our year-end earnings. Equity awards may be made to our NEOs outside of the annual grant process in connection with a promotion or assumption of new or additional duties, or for another appropriate reason. All such grants to our NEOs must be approved by the Committee and generally will be made on the first business day of the month following the effective date of the precipitating event (or on the effective date, if it is the first business day of a month). The Committee retains the discretion not to make grants at the times provided in the equity award policy if the members determine the timing is not appropriate, such as if they are in possession of material non-public information. Additionally, the Committee retains the discretion to make grants, including an annual equity grant, at times other than as provided in the policy if the members determine circumstances, such as changes in accounting and tax regulations, warrant taking such an action. Prohibition on Pledging and Hedging We have a comprehensive insider trading policyInsider Trading Policy that includes a prohibition on pledging our securities or holding our securities in a margin account oraccount. Additionally, the policy prohibits engaging in hedging, monetization and similar transactions in respect of our securities. This policy, applicable to all officers, directors and directors,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
Through 2017, all
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 49 | | |
CD&A Administration of our incentive compensation plans had provisions that allow us to seek recovery against individual executive officers for incentive compensation paid in certain events due to fraud or misconduct. In 2018, weCompensation Programs Clawback Policy We adopted a Clawback Policy in 2018 that permits us to recover compensation in the event of a restatement of our financial statements or a material violation of a material company policy. The Stock Incentive Plan currently has a provision that allows us to seek recovery against individual executive officers for recoupment of paid out awards in certain events due to fraud or misconduct in prior periods. The proposed amendments to the Plan will make awards subject to the Clawback Policy. We have recently amended our other incentive compensation plans to do the same. Internal Pay Equity We do not have a policy regarding internal pay equity but we do review compensation levels to ensure that appropriate internal pay equity exists. In some cases, there are differences in the compensation packages awarded to our Named Executive Officers, such as differences in the percentage of base salary payable under our incentive awards. These differences are largely the result of benchmarking but also reflect considerations such as the NEO’s seniority, relative pay and tenure. With these exceptions, our policies and decisions relating to our NEO compensation packages are substantially identical. The following graphs show the ratios of Mr. Chirico’s target total direct compensation to that of the next highest paid executive officer and to that of all the other NEOs for each of the past three years. 
Federal Income Tax Deductibility of Executive Compensation Through 2017, Section 162(m) of the Code generally limited to $1 million per year the amount a publicly held corporation could deduct as a business expense in respect of compensation paid to the company’s chief executive officer and the three other most highly compensated executive officers, other than the chief financial officer. The limit was subject to certain exceptions, including an exclusion for qualified performance-based compensation. Compensation paid or received under our incentive plans (other than solely time-based restricted stock and restricted stock units) has been generally intended to satisfy the requirements for deductibility. Nonetheless, our compensation philosophy and decisions were 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. This was the case, for example, when Mr. Chirico’s and Mr. Duane’s base salaries were set.The U.S. Tax Cuts and Jobs Act of 2017 made certain changes to Section 162(m), effective for tax years beginning after December 31, 2017. These changes include, in part, subjecting the compensation of a company’s chief financial officer to the $1 million per year deduction limit and eliminating the exclusion for qualified performance-based compensation (though there was some transition relief for certain performance-based compensation paid pursuant to a written agreement that was in effect on November 2, 2017). We have not made any material changes to our compensation program in response to the legislation, although we did eliminate from our annual restricted stock unit and bonus awards grantedlegislation. | | | 50 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
CD&A Risk Considerations in 2018 the adjusted net income goals that had been implemented solely to satisfy Section 162(m).Compensation Programs Employment Agreements, Termination of Employment, and Severance We have employment agreements with all of our Named Executive Officers that generally provide them with severance benefits and provide us with the protections of restrictive covenants. We use employment agreements to attract and retain qualified executives who could have job alternatives they might otherwise accept. Mr. Duane is the only NEO with an agreement for a fixed term. All the agreements, other agreementsthan Mr. Chirico’s and Mr. Grieder’s, are evergreen, thoughevergreen. Mr. Chirico’s agreement terminates on the date of our 2024 Annual meeting and Mr. Grieder’s is subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment Contracts,” beginning on page 50.57. 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 ChiricoEMANUEL CHIRICO | | | 2x base salary and target bonus | | | 3x base salary and target bonus | | MichaelMICHAEL A. ShafferSHAFFER | | | 1.5x base salary and target bonus | | | 2x base salary and target bonus | Francis K. Duane | Remainder of the compensation due under his employment contract | Remainder of the compensation due under his employment contract | Daniel GriederSTEFAN 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 | | | DANIEL GRIEDER | | | 1x base salary or, if greater, statutory severance, plus a prorated portion of target bonus | | | 1x base salary or, if greater, statutory severance, plus a prorated portion of target bonus | | StevenSTEVEN B. ShiffmanSHIFFMAN | | | 2x base salary and target bonus | | | 2x base salary and target bonus | |
Change in Control Provisions in Equity Plans and Awards Our 2006 Stock Incentive Plan was amended in 2014 to provide that awards vest after a change in control (provided the awards are assumed by the acquirer) upon the earlier of the original vesting date and a termination of employment (other than for cause or voluntarily without good reason) within two years of the change in control (i.e., double trigger). The equity awards we granted prior to 2014 automatically vest upon a change in control (i.e., single trigger).
Risk Considerations in Compensation Programs Our compensation program is a pay-for-performance model; performance-based incentives constitute a significant portion of the compensation packages awarded to executives. We believe it is important to ensure that these incentives do not indirectly encourage our associates to take actions that may conflict with our long-term best interests. We address this concern in several ways.
Pay mix.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.awards. The payouts on annual bonus and performance share unit awards are capped, even if our performance exceeds the predetermined goals. This mitigates the risk that associates may take unwise actions to enhance our performance.
Long-term performance.performance. Performance share unit awards are based upon our performance over a three-year period, which reduces any incentive to take short-term risks. In addition, the performance measures we use align management and stockholder interests. The outstanding awards are subject to absolute stock price appreciation and relative total stockholder return goals.
Vesting over extended periods.periods. Stock options and restricted stock units generally do not vest fully for four years. This longer vesting period discourages unnecessary or excessive risk-taking. Additionally, our Insider Trading Policy prohibits hedging and other activities that could offset the benefits of having these as long-term awards.
Performance metrics and goals.goals. The earnings goals for annual bonus awards made to our senior executives, including the NEOs, are based upon our annual budgets, which are reviewed and approved by the Board. We believe these goals are sufficiently challenging but attainable without the need to take inappropriate risks or make material changes to our business or strategy. The bonuses payable under the annual management bonus programs, in which certain other executives participate, are based on the same performance | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 51 | | |
CD&A Compensation Committee Report 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 providesde minimis bonuses.Recoupment.
Recoupment. We adopted a Clawback Policy in 2018 that allows us to recover any incentive compensation paid or granted to any current or former Section 16 officer (the executives whose compensation is subject to Compensation Committee review and approval) in the event of a restatement of our financial statements or a material breach of a material company policy. Previously, our incentive plans provided for the recovery or cancellation of part or all of a particular participant’s bonuses and awards in the event we restated our financial results to correct a material error or inaccuracy resulting in whole or in part from the fraud or intentional misconduct of that participant.Equity ownership.ownership. Incentive compensation has a large stock component to it. The value of equity awards is best realized through long-term appreciation of stockholder value, especially when coupled with our stock ownership guidelines. Since our NEOs are required to hold a prescribed amount of our common stock, it is in their interest not to jeopardize stock appreciation. ClearBridge identified the above items in a risk assessment of each component of the compensation program for our NEOs that was presented to the Compensation Committee. We believe the assessment is applicable to the potential risks arising in connection with compensating our associates as well, since the programs and metrics are similar. Accordingly, we do not believe there are any risks arising from our overall compensation program that are reasonably likely to have a material adverse effect on PVH.
Compensation Committee Report The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement. Based on this review and discussion, the Committee has recommended to the Board that the Compensation Discussion and Analysis section be included in this Proxy Statement. Compensation CommitteeAmanda Sourry, ChairHenry Nasella ChairmanCraig RydinAmanda Sourry
| | 45 | 52 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
EXECUTIVE COMPENSATION TABLES
Executive Compensation Tables Summary Compensation Table The Summary Compensation Table includes the 2016, 2017, 2018 and 20182019 compensation data for our Named Executive Officers.Name and Principal Position | | Years of
Service1 | | Fiscal
Year | | Salary
($) | | Bonus
($) | | Stock
Awards2
($) | | Option
Awards3
($) | | Non-Equity
Incentive Plan
Compensation4
($) | | Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings5
($) | | All Other
Compensation6
($) | | Total
($) | | | Emanuel Chirico, age 61 | | 25 | | 2018 | | 1,450,000 | | 0 | | 8,008,708 | | 2,054,910 | | 4,736,850 | | 609,305 | | 205,831 | | 17,065,604 | | | Chairman and Chief | | | | 2017 | | 1,350,000 | | 0 | | 6,846,778 | | 2,280,669 | | 4,050,000 | | 2,493,110 | | 197,008 | | 17,217,565 | | | Executive Officer, PVH Corp. | | | | 2016 | | 1,350,000 | | 0 | | 6,867,719 | | 2,491,935 | | 4,050,000 | | 1,184,388 | | 150,488 | | 16,094,530 | | | Michael A. Shaffer, age 56 | | 28 | | 2018 | | 916,667 | | 0 | | 1,399,812 | | 809,280 | | 1,460,483 | | 233,719 | | 89,336 | | 4,909,297 | | | Executive Vice President | | | | 2017 | | 900,000 | | 0 | | 1,350,940 | | 619,565 | | 1,800,000 | | 797,833 | | 81,563 | | 5,549,901 | | | and Chief Operating & Financial Officer, PVH Corp. | | | | 2016 | | 891,667 | | 0 | | 1,251,912 | | 673,785 | | 1,575,000 | | 349,103 | | 61,320 | | 4,802,787 | | | Francis K. Duane, age 62 | | 20 | | 2018 | | 1,141,667 | | 0 | | 3,699,810 | | 0 | | 1,552,035 | | 377,725 | | 101,148 | | 6,872,385 | | | Vice Chairman, PVH Corp. | | | | 2017 | | 1,116,667 | | 0 | | 950,696 | | 452,115 | | 1,968,750 | | 1,427,958 | | 40,861 | | 5,957,047 | | and Chief Executive Officer,
Heritage Brands | | | | 2016 | | 1,091,667 | | 0 | | 1,051,384 | | 584,660 | | 1,925,000 | | 700,633 | | 72,561 | | 5,425,905 | | | Daniel Grieder7, age 57 | | 22 | | 2018 | | 997,686 | | 0 | | 900,127 | | 708,120 | | 1,948,029 | | N/A | | 122,478 | | 4,676,440 | | | Chief Executive Officer, | | | | 2017 | | 1,014,044 | | 0 | | 1,400,498 | | 576,028 | | 1,903,249 | | N/A | | 147,328 | | 5,041,147 | | | Tommy Hilfiger Global and PVH Europe | | | | 2016 | | 937,209 | | 0 | | 900,790 | | 631,005 | | 1,682,014 | | N/A | | 152,971 | | 4,303,989 | | | Steven B. Shiffman, age 61 | | 26 | | 2018 | | 966,667 | | 0 | | 1,000,135 | | 606,960 | | 739,031 | | 262,996 | | 123,891 | | 3,699,680 | | | Chief Executive Officer, | | | | 2017 | | 941,667 | | 0 | | 1,000,831 | | 495,652 | | 1,172,410 | | 750,317 | | 87,369 | | 4,448,246 | | | Calvin Klein | | | | 2016 | | 908,333 | | 0 | | 1,201,661 | | 538,315 | | 1,081,788 | | 367,852 | | 72,167 | | 4,170,116 | |
Name
and Principal Position | | | Fiscal
Year | | | Salary
($) | | | Bonus1
($) | | | Stock
Awards2
($) | | | Options
Awards3
($) | | | Non-Equity
Incentive Plan
Compensation4
($) | | | Change in
Pension Value and
Non-qualified
Deferred
Compensation
Earnings5
($) | | | All Other
Compensation6
($) | | | Total
($) | | EMANUEL CHIRICO,
Chairman and Chief Executive
Officer, PVH Corp. | | | | | 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 | | | | | | | 2017 | | | | | | 1,350,000 | | | | | | 0 | | | | | | 6,846,778 | | | | | | 2,280,669 | | | | | | 4,050,000 | | | | | | 2,493,110 | | | | | | 197,008 | | | | | | 17,217,565 | | | MICHAEL A. SHAFFER,
Executive Vice President and
Chief Operating & Financial
Officer, PVH Corp. | | | | | 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 | | | | | | | 2017 | | | | | | 900,000 | | | | | | 0 | | | | | | 1,350,940 | | | | | | 619,565 | | | | | | 1,800,000 | | | | | | 797,833 | | | | | | 81,563 | | | | | | 5,549,901 | | | STEFAN LARSSON,
President, PVH Corp. | | | | | 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 | | | | | 2019 | | | | | | 880,625 | | | | | | 0 | | | | | | 850,395 | | | | | | 502,360 | | | | | | 1,487,500 | | | | | | 606,666 | | | | | | 337,093 | | | | | | 4,664,639 | | | DANIEL GRIEDER7,
Chief Executive Officer, Tommy
Hilfiger Global and PVH Europe | | | | | 2019 | | | | | | 1,035,513 | | | | | | 0 | | | | | | 5,900,498 | | | | | | 707,780 | | | | | | 5,721,249 | | | | | | N/A | | | | | | 118,583 | | | | | | 13,483,623 | | | | | | | 2018 | | | | | | 997,686 | | | | | | 0 | | | | | | 900,127 | | | | | | 708,120 | | | | | | 1,948,029 | | | | | | N/A | | | | | | 122,478 | | | | | | 4,676,440 | | | | | | | 2017 | | | | | | 1,014,044 | | | | | | 0 | | | | | | 1,400,498 | | | | | | 576,028 | | | | | | 1,903,249 | | | | | | N/A | | | | | | 147,328 | | | | | | 5,041,147 | | | STEVEN B. SHIFFMAN8,
Former Chief Executive Officer,
Calvin Klein | | | | | 2019 | | | | | | 406,250 | | | | | | 0 | | | | | | 1,000,195 | | | | | | 609,020 | | | | | | 212,625 | | | | | | 650,618 | | | | | | 3,460,384 | | | | | | 6,339,092 | | | | | | | 2018 | | | | | | 966,667 | | | | | | 0 | | | | | | 1,000,135 | | | | | | 606,960 | | | | | | 739,031 | | | | | | 262,996 | | | | | | 123,891 | | | | | | 3,699,680 | | | | | | | 2017 | | | | | | 941,667 | | | | | | 0 | | | | | | 1,000,831 | | | | | | 495,652 | | | | | | 1,172,410 | | | | | | 750,317 | | | | | | 87,369 | | | | | | 4,448,246 | | |
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. 1 | This represents service with us, including, with respect to Mr. Grieder, service with Tommy Hilfiger before PVH acquired it, as well as service as an independent sales agent for Tommy Hilfiger. It is not the same as credited service for pension plan purposes.
| 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 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. |
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 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 | | | | | 2018 | | | | | | 3,000,067 | | | | | | 5,008,641 | | | | 8,008,708 | | | | | | 2017 | | | | | | 1,850,096 | | | | | | 4,996,682 | | | | 6,846,778 | | | | | | 2016 | | | | | | 1,850,244 | | | | | | 5,017,475 | | | | 6,867,719 | | | Michael A. Shaffer | | | | | 2018 | | | | | | 800,577 | | | | | | 599,235 | | | | 1,399,812 | | | | | | | | 2017 | | | | | | 750,392 | | | | | | 600,548 | | | | 1,350,940 | | | | | | | | 2016 | | | | | | 750,196 | | | | | | 501,716 | | | | 1,251,912 | | | Francis K. Duane | | | | | 2018 | | | | | | 3,300,264 | | | | | | 399,546 | | | | 3,699,810 | | | | | | 2017 | | | | | | 550,260 | | | | | | 400,436 | | | | 950,696 | | | | | | 2016 | | | | | | 650,011 | | | | | | 401,373 | | | | 1,051,384 | | | Daniel Grieder | | | | | 2018 | | | | | | 700,270 | | | | | | 199,857 | | | | 900,127 | | | | | | | | 2017 | | | | | | 1,200,280 | | | | | | 200,218 | | | | 1,400,498 | | | | | | | | 2016 | | | | | | 700,103 | | | | | | 200,687 | | | | 900,790 | | | Steven B. Shiffman | | | | | 2018 | | | | | | 600,589 | | | | | | 399,546 | | | | 1,000,135 | | | | | | | | 2017 | | | | | | 600,395 | | | | | | 400,436 | | | | 1,000,831 | | | | | | | | 2016 | | | | | | 800,288 | | | | | | 401,373 | | | | 1,201,661 | |
| Name | | | Fiscal
Year | | | Restricted
Stock Units
($) | | | Performance Share
Unit Awards
($) | | | Total
Stock Awards
($) | | | EMANUEL CHIRICO | | | | | 2019 | | | | | | 3,000,282 | | | | | | 5,000,047 | | | | | | 8,000,329 | | | | | | | 2018 | | | | | | 3,000,067 | | | | | | 5,008,641 | | | | | | 8,008,708 | | | | | | | 2017 | | | | | | 1,850,096 | | | | | | 4,996,682 | | | | | | 6,846,778 | | | | MICHAEL A. SHAFFER | | | | | 2019 | | | | | | 5,800,251a | | | | | | 600,056 | | | | | | 6,400,307 | | | | | | | 2018 | | | | | | 800,577 | | | | | | 599,235 | | | | | | 1,399,812 | | | | | | | 2017 | | | | | | 750,392 | | | | | | 600,548 | | | | | | 1,350,940 | | | | STEFAN LARSSON | | | | | 2019 | | | | | | 1,500,012 | | | | | | 1,500,032 | | | | | | 3,000,044 | | | | CHERYL ABEL-HODGES | | | | | 2019 | | | | | | 500,319 | | | | | | 350,076 | | | | | | 850,395 | | | | DANIEL GRIEDER | | | | | 2019 | | | | | | 5,700,479a | | | | | | 200,019 | | | | | | 5,900,498 | | | | | | | 2018 | | | | | | 700,270 | | | | | | 199,857 | | | | | | 900,127 | | | | | | | 2017 | | | | | | 1,200,280 | | | | | | 200,218 | | | | | | 1,400,498 | | | | STEVEN B. SHIFFMAN | | | | | 2019 | | | | | | 600,158 | | | | | | 400,037 | | | | | | 1,000,195 | | | | | | | 2018 | | | | | | 600,589 | | | | | | 399,546 | | | | | | 1,000,135 | | | | | | | 2017 | | | | | | 600,395 | | | | | | 400,436 | | | | | | 1,000,831 | | |
a
Includes special RSU grants. See discussion on page 43. | | 46 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 53 | | |
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 such award was established on the grant date using the Monte Carlo simulation model, which was based on the following assumptions: | | | 2018 | | 2017 | | 2016 | | | Weighted average grant date fair value per PSU | | $159.04 | | $ 96.26 | | $ 86.96 | | | Risk-free interest rate | | 2.62% | | 1.49% | | 1.04% | | | Expected annual dividends per share | | $ 0.15 | | $ 0.15 | | $ 0.15 | | | Expected Company volatility | | 29.78% | | 31.29% | | 28.33% | |
| | | | 2019 | | | 2018 | | | 2017 | | | Weighted average grant date fair value per PSU | | | | $ | 119.20 | | | | | $ | 159.04 | | | | | $ | 96.26 | | | | Weighted average risk-free interest rate | | | | | 2.13% | | | | | | 2.62% | | | | | | 1.49% | | | | Expected annual dividends per share | | | | $ | 0.15 | | | | | $ | 0.15 | | | | | $ | 0.15 | | | | Weighted average expected Company volatility | | | | | 30.26% | | | | | | 29.78% | | | | | | 31.29% | | |
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 2019, 2018 and 2017 and 2016 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 7.09%6.20%, 12.67%7.09% and 12.99%12.67%, 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 | | | 2018 | | | 2017 | | | 2016 | | | Emanuel Chirico | | | | $ | 10,270,262 | | | | | | $ 11,018,303 | | | | | | $ 11,621,984 | | | | Michael A. Shaffer | | | | | 1,141,532 | | | | | | 1,156,465 | | | | | | 1,010,994 | | | | Francis K. Duane | | | | | 761,075 | | | | | | 771,011 | | | | | | 808,776 | | | | Daniel Grieder | | | | | 380,618 | | | | | | 385,557 | | | | | | 404,437 | | | | Steven B. Shiffman | | | | | 761,075 | | | | | | 771,011 | | | | | | 808,776 | | |
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. |
| Name | | | 2019 | | | 2018 | | | 2017 | | | EMANUEL CHIRICO | | | | $ | 10,256,024 | | | | | $ | 10,270,262 | | | | | $ | 11,018,303 | | | | MICHAEL A. SHAFFER | | | | | 1,154,596 | | | | | | 1,141,532 | | | | | | 1,156,465 | | | | STEFAN LARSSON | | | | | 2,867,040 | | | | | | N/A | | | | | | N/A | | | | CHERYL ABEL-HODGES | | | | | 669,011 | | | | | | N/A | | | | | | N/A | | | | DANIEL GRIEDER | | | | | 384,865 | | | | | | 380,618 | | | | | | 385,557 | | | | STEVEN B. SHIFFMAN | | | | | 769,731 | | | | | | 761,075 | | | | | | 771,011 | | |
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: | | | | 2018 | | | 2017 | | | 2016 | | | Weighted average grant date fair value per option | | | | $ | 51.60 | | | | | $ | 33.49 | | | | | $ | 35.65 | | | | Weighted average risk-free interest rate | | | | | 2.78 | % | | | | | 2.10 | % | | | | | 1.44 | % | | | Expected annual dividends per share | | | | $ | 0.15 | | | | | $ | 0.15 | | | | | $ | 0.15 | | | | Weighted average Company volatility | | | | | 26.93 | % | | | | | 29.46 | % | | | | | 34.67 | % | | | Weighted average expected option term, in years | | | | | 6.25 | | | | | | 6.25 | | | | | | 6.25 | | |
| | | | 2019 | | | 2018 | | | 2017 | | | Weighted average grant date fair value per option | | | | $ | 37.14 | | | | | $ | 51.60 | | | | | $ | 33.49 | | | | Weighted average risk-free interest rate | | | | | 2.15% | | | | | | 2.78% | | | | | | 2.10% | | | | Expected annual dividends per share | | | | $ | 0.15 | | | | | $ | 0.15 | | | | | $ | 0.15 | | | | Weighted average Company volatility | | | | | 29.88% | | | | | | 26.93% | | | | | | 29.46% | | | | 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
($) | | | EMANUEL CHIRICO | | | | | 2019 | | | | | | 1,965,000 | | | | | | N/A | | | | | | 1,965,000 | | | | | | | 2018 | | | | | | 4,736,850 | | | | | | N/A | | | | | | 4,736,850 | | | | | | | 2017 | | | | | | 4,050,000 | | | | | | N/A | | | | | | 4,050,000 | | | | MICHAEL A. SHAFFER | | | | | 2019 | | | | | | 622,250 | | | | | | N/A | | | | | | 622,250 | | | | | | | 2018 | | | | | | 1,460,483 | | | | | | N/A | | | | | | 1,460,483 | | | | | | | 2017 | | | | | | 1,800,000 | | | | | | N/A | | | | | | 1,800,000 | | | | STEFAN LARSSON | | | | | 2019 | | | | | | 0 | | | | | | N/A | | | | | | 0 | | | | CHERYL ABEL-HODGES | | | | | 2019 | | | | | | 550,000 | | | | | | 937,500 | | | | | | 1,487,500 | | | | DANIEL GRIEDER | | | | | 2019 | | | | | | 1,107,458 | | | | | | 4,613,791 | | | | | | 5,721,249 | | | | | | | 2018 | | | | | | 1,948,029 | | | | | | N/A | | | | | | 1,948,029 | | | | | | | 2017 | | | | | | 1,903,249 | | | | | | N/A | | | | | | 1,903,249 | | | | STEVEN B. SHIFFMAN | | | | | 2019 | | | | | | 212,625 | | | | | | 0 | | | | | | 212,625 | | | | | | | 2018 | | | | | | 739,031 | | | | | | N/A | | | | | | 739,031 | | | | | | | 2017 | | | | | | 1,172,410 | | | | | | N/A | | | | | | 1,172,410 | | |
4 | The compensation reported consists of payouts in 2019 of the annual awards granted in 2018 under our Performance Incentive Bonus Plan. | 54 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
5 | The compensation reported consists of the changes in values under our Pension Plan, our Supplemental Pension Plan and each U.S.-based NEO’s capital accumulation program agreement, if any, as follows: |
| Name | | | Fiscal Year | | | Change in Pension
Plan Value
($) | | | Change in
Supplemental
Pension Plan Value
($) | | | Change in Capital
Accumulation
Program Value
($) | Change in Pension Value
and Non-qualified
Deferred Compensation
Earnings†
($) | | | Emanuel Chirico | | | | | 2018 | | | | | | 21,923 | | | | | 555,942 | | | | | | 31,440 | 609,305 | | | | | | 2017 | | | | | | 133,366 | | | | | 2,190,995 | | | | | | 168,749 | 2,493,110 | | | | | | 2016 | | | | | | 70,979 | | | | | 985,601 | | | | | | 127,808 | 1,184,388 | | | Michael A. Shaffer | | | | | 2018 | | | | | | 8,248 | | | | | 225,471 | | | | | | N/A | 233,719 | | | | | | 2017 | | | | | | 125,466 | | | | | 672,367 | | | | | | N/A | 797,833 | | | | | | 2016 | | | | | | 60,200 | | | | | 288,903 | | | | | | N/A | 349,103 | | | Francis K. Duane | | | | | 2018 | | | | | | 25,409 | | | | | 321,528 | | | | | | 30,788 | 377,725 | | | | | | 2017 | | | | | | 120,192 | | | | | 1,151,634 | | | | | | 156,132 | 1,427,958 | | | | | | 2016 | | | | | | 65,797 | | | | | 515,489 | | | | | | 119,347 | 700,633 | | | Steven B. Shiffman | | | | | 2018 | | | | | | 21,873 | | | | | 241,123 | | | | | | N/A | 262,996 | | | | | | | 2017 | | | | | | 132,231 | | | | | 618,086 | | | | | | N/A | 750,317 | | | | | | | 2016 | | | | | | 70,372 | | | | | 297,480 | | | | | | N/A | 367,852 | |
Executive Compensation Tables Summary Compensation Table † | The amounts reported represent the aggregate change in the actuarial value of the NEOs’ accumulated benefits under all defined benefit plans.
|
5
The compensation reported consists of the changes in values under our Pension Plan, our Supplemental Pension Plan and each U.S.-based NEO’s capital accumulation program agreement, if any, as follows: | Name | | | Fiscal
Year | | | Change in
Pension Plan Value
($) | | | Change in
Supplemental
Pension Plan Value
($) | | | Change in Capital
Accumulation
Program Value
($) | | | Change in Pension Value
and Non-qualified
Deferred Compensation
Earnings†
($) | | | EMANUEL CHIRICO | | | | | 2019 | | | | | | 217,911 | | | | | | 3,330,178 | | | | | | 172,427 | | | | | | 3,720,516 | | | | | | | 2018 | | | | | | 21,923 | | | | | | 555,942 | | | | | | 31,440 | | | | | | 609,305 | | | | | | | 2017 | | | | | | 133,366 | | | | | | 2,190,995 | | | | | | 168,749 | | | | | | 2,493,110 | | | | MICHAEL A. SHAFFER | | | | | 2019 | | | | | | 234,020 | | | | | | 1,092,447 | | | | | | N/A | | | | | | 1,326,467 | | | | | | | 2018 | | | | | | 8,248 | | | | | | 225,471 | | | | | | N/A | | | | | | 233,719 | | | | | | | 2017 | | | | | | 125,466 | | | | | | 672,367 | | | | | | N/A | | | | | | 797,833 | | | | STEFAN LARSSON | | | | | 2019 | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | CHERYL ABEL-HODGES | | | | | 2019 | | | | | | 139,021 | | | | | | 467,645 | | | | | | N/A | | | | | | 606,666 | | | | STEVEN B. SHIFFMAN | | | | | 2019 | | | | | | 183,057 | | | | | | 467,561 | | | | | | N/A | | | | | | 650,618 | | | | | | | 2018 | | | | | | 21,873 | | | | | | 241,123 | | | | | | N/A | | | | | | 262,996 | | | | | | | 2017 | | | | | | 132,231 | | | | | | 618,086 | | | | | | N/A | | | | | | 750,317 | | |
†
The amounts reported represent the aggregate change in the actuarial value of the NEOs’ accumulated benefits under all defined benefit plans.
Mr. Larsson is not eligible to participate in the pension plans until July 1, 2020. See discussion on page 68. Mr. Grieder is not a participant in either pension plan, nor does he have a capital accumulation program agreement. See discussion on page 4171. Additional information regarding the two pension plans and our capital accumulation program is included in this section underin the footnotes to the Pension Benefits table and under the heading “Defined Benefit Plans.” See page 60.68. 6
The following table provides additional information about the amounts that appear in the All Other Compensation column: | | | | Perquisites | | | | | | | Name | | | Fiscal
Year | | | Clothing
Allowancea
($) | | | Personal
Travelb
($) | | | Housing
($) | | | Otherc
($) | | | Contributions
to Defined
Contribution Plansd
($) | | | Executive
Medical
Premiums
($) | | | Other
Pension-Related
Paymentse
($) | | | Severancef
($) | | | Total
($) | | | EMANUEL CHIRICO | | | | | 2019 | | | | | | 0 | | | | | | 30,151 | | | | | | 0 | | | | | | 0 | | | | | | 217,152 | | | | | | 6,585 | | | | | | 0 | | | | | | 0 | | | | | | 253,888 | | | | | | | 2018 | | | | | | 0 | | | | | | 32,943 | | | | | | 0 | | | | | | 0 | | | | | | 166,438 | | | | | | 6,450 | | | | | | 0 | | | | | | 0 | | | | | | 205,831 | | | | | | | 2017 | | | | | | 0 | | | | | | 27,658 | | | | | | 0 | | | | | | 0 | | | | | | 163,350 | | | | | | 6,000 | | | | | | 0 | | | | | | 0 | | | | | | 197,008 | | | | MICHAEL A. SHAFFER | | | | | 2019 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 83,084 | | | | | | 6,585 | | | | | | 0 | | | | | | 0 | | | | | | 89,669 | | | | | | | 2018 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 82,886 | | | | | | 6,450 | | | | | | 0 | | | | | | 0 | | | | | | 89,336 | | | | | | | 2017 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 75,563 | | | | | | 6,000 | | | | | | 0 | | | | | | 0 | | | | | | 81,563 | | | | STEFAN LARSSON | | | | | 2019 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 13,300 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 13,300 | | | | CHERYL ABEL-HODGES | | | | | 2019 | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 330,508 | | | | | | 6,585 | | | | | | 0 | | | | | | 0 | | | | | | 337,093 | | | | DANIEL GRIEDER | | | | | 2019 | | | | | | 0 | | | | | | 32,736 | | | | | | 53,597 | | | | | | 1,957 | | | | | | 19,489 | | | | | | 0 | | | | | | 10,804 | | | | | | 0 | | | | | | 118,583 | | | | | | | 2018 | | | | | | 0 | | | | | | 27,649 | | | | | | 56,328 | | | | | | 654 | | | | | | 14,105 | | | | | | 0 | | | | | | 23,742 | | | | | | 0 | | | | | | 122,478 | | | | | | | 2017 | | | | | | 0 | | | | | | 40,283 | | | | | | 54,893 | | | | | | 3,431 | | | | | | 13,513 | | | | | | 0 | | | | | | 35,208 | | | | | | 0 | | | | | | 147,328 | | | | STEVEN B. SHIFFMAN | | | | | 2019 | | | | | | — | | | | | | 0 | | | | | | 0 | | | | | | — | | | | | | 33,129 | | | | | | 9,535 | | | | | | 0 | | | | | | 3,417,720 | | | | | | 3,460,384 | | | | | | | 2018 | | | | | | 47,941 | | | | | | 0 | | | | | | 0 | | | | | | 3,942 | | | | | | 65,558 | | | | | | 6,450 | | | | | | 0 | | | | | | 0 | | | | | | 123,891 | | | | | | | 2017 | | | | | | 15,634 | | | | | | 0 | | | | | | 0 | | | | | | 3,672 | | | | | | 62,063 | | | | | | 6,000 | | | | | | 0 | | | | | | 0 | | | | | | 87,369 | | |
a
Ms. Abel-Hodges and Mr. Shiffman had an allowance for purchases of CALVIN KLEIN apparel, which practice was terminated in June 2019. See discussion on page 48. For 2019, these amounts were below the threshold for reporting. The amount reported for Mr. Shiffman in 2018 includes $36,347 for 2018 purchases and $11,594 for 2017 purchases reimbursed in 2018. b
For Mr. Chirico, this represents personal use of a company car and driver. For Mr. Grieder, this represents personal use of a company car and driver and personal travel expense relating to travel between our PVH Europe headquarters in Amsterdam and his home in Zurich. See discussion on page 48. c
Other perquisites include gym memberships and personal tax services. A dash indicates that the NEO received a personal benefit but the amount was not required to be disclosed under SEC rules. d
For our U.S.-based NEOs, this represents contributions to our AIP and our Supplemental Savings Plan. For Mr. Grieder, this represents contributions to Zwitserleven Pensioen Plan (a defined contribution plan for associates in our European headquarters in Amsterdam). e
A change in Dutch law that became effective in 2015 limits the allowed contributions to a defined contribution plan. As a result, we implemented a plan to pay decreasing amounts to associates who participate in that plan, including Mr. Grieder, to compensate them for the difference in the amounts that would otherwise have been contributed on their behalf to the Zwitserleven Pensioen Plan. These amounts were paid over the five-year period ending in 2019. f
For Mr. Shiffman, this represents severance pay in connection with his departure from the Company on June 10, 2019, plus accrued interest of $5,220 on amounts deferred under Code Section 409(A). See discussion on page 75. 7
Mr. Grieder’s cash compensation was paid in euros and has been converted at euro-to-U.S. dollar exchange rates of 1.1166 for 2019, 1.1735 for 2018 and 1.1436 for 2017, which were the average exchange rates for the applicable fiscal years. 8
Mr. Shiffman departed the Company on June 10, 2019. | | 47 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 55 | | |
6 | The following table provides additional information about the amounts that appear in the All Other Compensation column: |
| | Perquisites | | | | | | Name | Fiscal
Year | Clothing
Allowancea
($) | Personal
Travelb
($) | Housing
($) | Otherc
($) | Contributions
to Defined
Contribution
Plansd
($) | Executive
Medical
Premiums
($) | Other
Pension-
Related
Paymentse
($) | Total
($) | | | | | | | | | | | | | Emanuel Chirico | 2018 | 0 | 32,943 | 0 | 0 | 166,438 | 6,450 | 0 | 205,831 | | | 2017 | 0 | 27,658 | 0 | 0 | 163,350 | 6,000 | 0 | 197,008 | | | 2016 | 0 | 26,725 | 0 | 0 | 117,763 | 6,000 | 0 | 150,488 | | Michael A. Shaffer | 2018 | 0 | 0 | 0 | 0 | 82,886 | 6,450 | 0 | 89,336 | | | 2017 | 0 | 0 | 0 | 0 | 75,563 | 6,000 | 0 | 81,563 | | | 2016 | 0 | 0 | 0 | - | 55,320 | 6,000 | 0 | 61,320 | | Francis K. Duane | 2018 | 0 | 0 | 0 | 0 | 94,698 | 6,450 | 0 | 101,148 | | | 2017 | 0 | 0 | 0 | 0 | 34,861 | 6,000 | 0 | 40,861 | | | 2016 | 0 | 0 | 0 | - | 66,561 | 6,000 | 0 | 72,561 | | Daniel Grieder | 2018 | 0 | 27,649 | 56,328 | 654 | 14,105 | 0 | 23,742 | 122,478 | | | 2017 | 0 | 40,283 | 54,893 | 3,431 | 13,513 | 0 | 35,208 | 147,328 | | | 2016 | 0 | 40,942 | 53,035 | 2,762 | 10,552 | 0 | 45,680 | 152,971 | | Steven B. Shiffman | 2018 | 47,941 | 0 | 0 | 3,942 | 65,558 | 6,450 | 0 | 123,891 | | | 2017 | 15,634 | 0 | 0 | 3,672 | 62,063 | 6,000 | 0 | 87,369 | | | 2016 | 17,152 | 0 | 0 | 0 | 49,015 | 6,000 | 0 | 72,167 |
| a | Mr. Shiffman had an allowance for purchases ofCALVIN KLEINapparel.See discussion on page41TABLE OF CONTENTS. The amount reported in 2018 includes $36,347 for 2018 purchases and $11,594 for 2017 purchases reimbursed in 2018. |
| b | For Mr. Chirico, this represents personal use of a company car and driver. For Mr. Grieder, this represents personal use of a company car and driver and personal travel expense relating to travel between our PVH Europe headquarters in Amsterdam and his home in Zurich. See discussion on page41. |
| c | Other perquisites include gym memberships and personal tax services. A dash indicates that the NEO received a personal benefit but the amount was not required to be disclosed under SEC rules. |
| d | For our U.S.-based NEOs, this represents contributions to our AIP and our Supplemental Savings Plan. For Mr. Grieder, this represents contributions toZwitserleven Pensioen Plan (a defined contribution plan for associates in our European headquarters in Amsterdam). |
| e | A change in Dutch law that became effective in 2015 limits the allowed contributions to a defined contribution plan. As a result, we implemented a plan to pay decreasing amounts to associates who participate in that plan, including Mr. Grieder, to compensate them for the difference in the amounts that would otherwise have been contributed on their behalf to theZwitserleven Pensioen Plan.These amounts are being paid over the five-year period ending in 2019. |
7 | Mr. Grieder’s cash compensation was paid in euros and has been converted at euro-to-U.S. dollar exchange rates of 1.1735 for 2018, 1.1436 for 2017 and 1.1049 for 2016, which were the average exchange rates for the applicable fiscal years. |
Executive Compensation TablesGrants of Plan-Based Awards| | | | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | | Estimated Future
Payouts Under
Equity Incentive Plan Awards1 | | | All Other
Stock
Awards:
Number of
Shares of
Stock or | | | All Other
Option
Awards:
Number of
Securities
Underlying | | | Exercise or
Base Price
of Option | | | Grant Date
Fair Value
of Stock
and Option | | Name | | Grant
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | Units2
(#) | | | Options3
(#) | | | Awards
($/sh) | | | Awards
($) | | Emanuel Chirico | | 4/23/2018 | | | | | | | | | | | | | | | | | | | | | | | | 39,000 | | | 160.26 | | | 2,054,910 | | 4/23/2018 | | | | | | | | | | | | | | | | | | | | | 18,720 | | | | | | | | | 3,000,067 | | 4/23/2018 | | | | | | | | | | | | 16,022 | | | 32,043 | | | 64,085 | | | | | | | | | | | | 5,008,641 | | 4/23/2018 | 4 | 1,500,000 | | | 3,000,000 | | | 6,000,000 | | | | | | | | | | | | | | | | | | | | | | | Michael A. Shaffer | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | | | | 16,000 | | | 156.73 | | | 809,280 | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | 5,108 | | | | | | | | | 800,577 | | | | 4/23/2018 | | | | | | | | | | | | 1,781 | | | 3,562 | | | 7,123 | | | | | | | | | | | | 599,235 | | | | 4/23/2018 | 4 | 462,500 | | | 925,000 | | | 1,850,000 | | | | | | | | | | | | | | | | | | | | | | | Francis K. Duane | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | 21,057 | | | | | | | | | 3,300,264 | | 4/23/2018 | | | | | | | | | | | | 1,188 | | | 2,375 | | | 4,749 | | | | | | | | | | | | 399,546 | | 4/23/2018 | 4 | | 431,250 | | | 862,500 | | | 2,012,500 | | | | | | | | | | | | | | | | | | | | | | | Daniel Grieder | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | | | | 14,000 | | | 156.73 | | | 708,120 | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | 4,468 | | | | | | | | | 700,270 | | 4/23/2018 | | | | | | | | | | | 594 | | | 1,188 | | | 2,375 | | | | | | | | | | | | 199,857 | | 4/23/2018 | 4,5 | 519,835 | | | 1,039,670 | | | 2,079,339 | | | | | | | | | | | | | | | | | | | | | | | Steven B. Shiffman | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | | | | 12,000 | | | 156.73 | | | 606,960 | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | 3,832 | | | | | | | | | 600,589 | | 4/23/2018 | | | | | | | | | | | 1,188 | | | 2,375 | | | 4,749 | | | | | | | | | | | | 399,546 | | 4/23/2018 | 4 | 365,625 | | | 731,250 | | | 1,706,250 | | | | | | | | | | | | | | | | | | | | | |
Grants of Plan-Based Awards | | | | | | | | | | Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards | | | Estimated Future
Payouts Under
Equity Incentive Plan Awards1 | | | All Other
Stock
Awards:
Number of
Shares of
Stock or
Units2
(#) | | | All Other
Option
Awards:
Number of
Securities
Underlying
Options3
(#) | | | Exercise or
Base Price
of Option
Awards
($/sh) | | | Grant Date
Fair Value
of Stock
and Option
Awards
($) | | | Name | | | Grant
Date | | | Threshold
($) | | | Target
($) | | | Maximum
($) | | | Threshold
(#) | | | Target
(#) | | | Maximum
(#) | | | EMANUEL CHIRICO | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 49,200 | | | | | | 127.26 | | | | | | 2,024,580 | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 23,576 | | | | | | | | | | | | | | | | | | 3,000,282 | | | | | | | 4/29/2019 | | | | | | | | | | | | | | | | | | | | | | | | 19,627 | | | | | | 39,253 | | | | | | 78,506 | | | | | | | | | | | | | | | | | | | | | | | | 5,000,047 | | | | | | | 4/29/20194 | | | | | | 1,500,000 | | | | | | 3,000,000 | | | | | | 6,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | MICHAEL A. SHAFFER | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,700 | | | | | | 127.26 | | | | | | 810,655 | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,288 | | | | | | | | | | | | | | | | | | 800,211 | | | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,000 | | | | | | | | | | | | | | | | | | 5,000,040 | | | | | | | 4/29/2019 | | | | | | | | | | | | | | | | | | | | | | | | 2,210 | | | | | | 4,419 | | | | | | 8,838 | | | | | | | | | | | | | | | | | | | | | | | | 600,056 | | | | | | | 4/29/20194 | | | | | | 475,000 | | | | | | 950,000 | | | | | | 1,900,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | STEFAN LARSSON | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 53,500 | | | | | | 87.72 | | | | | | 1,644,055 | | | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,100 | | | | | | | | | | | | | | | | | | 1,500,012 | | | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | 8,171 | | | | | | 16,342 | | | | | | 32,684 | | | | | | | | | | | | | | | | | | | | | | | | 1,500,032 | | | | | | | 6/3/20194 | | | | | | 599,220 | | | | | | 1,198,440 | | | | | | 2,396,880 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CHERYL ABEL-HODGES | | | | | 7/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 15,200 | | | | | | 95.26 | | | | | | 502,360 | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,144 | | | | | | | | | | | | | | | | | | 400,105 | | | | | | | 7/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,052 | | | | | | | | | | | | | | | | | | 100,214 | | | | | | | 7/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | 1,756 | | | | | | 3,512 | | | | | | 7,023 | | | | | | | | | | | | | | | | | | | | | | | | 350,076 | | | | | | | 4/29/20194,5 | | | | | | 88,350 | | | | | | 176,700 | | | | | | 441,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/20/20194,5 | | | | | | 242,475 | | | | | | 484,950 | | | | | | 1,131,550 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | DANIEL GRIEDER | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,200 | | | | | | 127.26 | | | | | | 707,780 | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,504 | | | | | | | | | | | | | | | | | | 700,439 | | | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,000 | | | | | | | | | | | | | | | | | | 5,000,040 | | | | | | | 4/29/2019 | | | | | | | | | | | | | | | | | | | | | | | | 737 | | | | | | 1,473 | | | | | | 2,946 | | | | | | | | | | | | | | | | | | | | | | | | 200,019 | | | | | | | 4/29/20194,6 | | | | | | 553,729 | | | | | | 1,107,458 | | | | | | 2,214,915 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | STEVEN B. SHIFFMAN | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,800 | | | | | | 127.26 | | | | | | 609,020 | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,716 | | | | | | | | | | | | | | | | | | 600,158 | | | | | | | 4/29/2019 | | | | | | | | | | | | | | | | | | | | | | | | 1,473 | | | | | | 2,946 | | | | | | 5,892 | | | | | | | | | | | | | | | | | | | | | | | | 400,037 | | | | | | | 4/29/20194 | | | | | | 365,625 | | | | | | 731,250 | | | | | | 1,706,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
1
These amounts represent potential payouts of PSU awards. See discussion on pages 43-44. 2
These amounts represent RSU awards. See discussion on pages 42-43. 3
These amounts represent stock option awards. See discussion on page 42-43. 4
These amounts represent potential payout opportunities for awards under our Performance Incentive Bonus Plan with respect to 2019 performance. 5
Ms. Abel-Hodges received an annual bonus award on April 29, 2019, which was adjusted on June 20, 2019 in connection with her promotion. The amounts shown taken together are the total opportunities for 2019. See discussion on page 32. 6
Potential cash payouts for Mr. Grieder have been converted at a euro-to-U.S. dollar exchange rate of 1.1166, which was the average exchange rate for 2019. 1 | These amounts represent potential payouts of PSU awards.See discussion on pages37-38. | | | 2 | These amounts represent RSU awards.See discussion on page36. | | | 3 | These amounts represent stock option awards.See discussion on page36. | | | 4 | These amounts represent potential payouts of cash awards under our Performance Incentive Bonus Plan with respect to 2018 performance. | | | 5 | Potential cash payouts for Mr. Grieder have been converted at a euro-to-U.S. dollar exchange rate of 1.1735, which was the average exchange rate for 2018. |
| | 49 | 56 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation TablesNarrative 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 Emanuel Chirico, Michael A. Shaffer, Francis K. DuaneStefan Larsson, Cheryl Abel-Hodges and Steven B. Shiffman New Employment Agreements — Emanuel Chirico and Stefan Larsson We entered into an amended and restated employment agreement with Mr. Chirico in May 2019 in connection with the hiring of Mr. Larsson. Mr. Chirico’s agreement has an approximately five-year term commencing on June 3, 2019 and ending on the date of our 2024 annual meeting of stockholders (the “End Date”). Mr. Chirico’s agreement reflects the expectation of Mr. Chirico and PVH that if our Board desires to appoint a successor Chief Executive Officer to Mr. Chirico prior to the End Date, the Board also will appoint Mr. Chirico to serve as the Executive Chairman of the Board, subject to (a) the timing of such appointments being mutually agreed to by the Board and Mr. Chirico and (b) the terms of Mr. Chirico’s employment as Executive Chairman being negotiated in good faith and mutually agreed to by the Board and Mr. Chirico at such time. Mr. Chirico’s agreement provides that if, prior to the End Date, he transitions to the role of Executive Chairman, then his annual bonus in respect of the fiscal year during which such transition occurs will be based on actual performance and subject to the same performance criteria and threshold, target and maximum payout levels (expressed as a percentage of base salary) that would have applied for such fiscal year had he not transitioned to the role of Executive Chairman, and will be calculated based on the sum of (a) Mr. Chirico’s base salary as Chief Executive Officer then in effect, prorated for the number of days during such fiscal year that he served as the Chief Executive Officer, plus (b) Mr. Chirico’s annual rate of base salary as Executive Chairman, prorated for the number of days during such fiscal year that he served as the Executive Chairman. Mr. Chirico’s agreement also provides that if his employment with PVH, whether as Chief Executive Officer or Executive Chairman, terminates for any reason other than his death or for cause, such termination will be treated as a “retirement” (as defined in our Stock Incentive Plan) for purposes of his then-outstanding equity incentive awards granted under the Stock Incentive Plan (except to the extent any award, other than a regular, annual equity award, is made on terms that expressly exempt it from vesting upon retirement). Mr. Chirico will not be granted any equity incentive awards during calendar year 2024 unless our Board determines otherwise. Mr. Larsson entered into an employment agreement with us in May 2019 in connection with his hiring and appointment as President of PVH. Mr. Larsson’s agreement provides that his bonus amount for fiscal year 2019 was to be no less than his target bonus opportunity for fiscal year 2019, which is equal to 150% of his base salary, prorated for the number of days during the fiscal year that he was employed by PVH. Mr. Larsson’s agreement also provides that we will pay to him, by no later than December 31, 2020, a bonus in an amount equal to 80% of our good faith estimate of the bonus amount that he will earn for our 2020 fiscal year. If the actual bonus amount earned by Mr. Larsson for fiscal year 2020 is less than the estimated amount, then he is obligated to repay promptly the difference. If the actual bonus earned is greater than the estimated amount, the difference will be paid to him at the same time as other payouts are made to the other participants in the Plan. Summary of Employment Agreements Mr. Shiffman was a party to the employment agreement described below until his departure from PVH on June 10, 2019. Ms. Abel-Hodges was a party to the employment agreement described below for all of fiscal year 2019. She entered into a new employment agreement with us effective February 14, 2020, which is described in the section entitled “Cheryl Abel-Hodges — New Employment Agreement” on page 59. For ease of reading, the description immediately below is in the present tense even as applied to Mr. Shiffman and Ms. Abel-Hodges. Our employment agreements with each of Messrs. Chirico, Shaffer, DuaneLarsson and Shiffman, and Ms. Abel-Hodges, outline the compensation and benefits to be paid to these executives during their employment and set forth their rights to severance upon termination of employment. The agreements also include certain restrictive covenants in favor of PVH. The covenants include prohibitions during and after employment against the use of confidential information, soliciting our associates for employment by themselves or anyone else, and, other than following a termination without cause or for good reason, competing against us by accepting employment or being otherwise affiliated with a competitor (for Messrs. Chirico and Duane)Larsson) and, other than following a termination without cause or for good reason, interfering with our business relationships.relationships (for Messrs. Chirico and Larsson, the non-interference covenant applies following a termination of employment for any reason). The agreements for Messrs. Chirico, Shaffer and Duane provide for an annual review of their respectivebase salaries (Messrs. Chirico, Larsson and Shaffer only) and permit only upward adjustments of salary. Mr. Duane was a party
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 57 | | |
Executive Compensation TablesNarrative Disclosure to the described employment agreement for approximately the first monthSummary Compensation Table and Grants of 2018. Mr. Duane entered into a new employment agreement effective March 1, 2018, as described immediately below. For ease of reading, the description is in the present tense even as applied to Mr. Duane.Plan-Based Awards Table Termination for “cause” or “good reason.” Generally, each executive is entitled to severance only if histhe executive’s employment is terminated by PVH without “cause” or if hethe executive terminates histhe executive’s employment for “good reason.” “Cause” is generally defined as: | · | gross negligence or willful misconduct in the executive’s performance of the material responsibilities of his position, which results in material economic harm to us or our affiliates or in reputational harm causing demonstrable injury to us or our affiliates; |
| · | the executive’s willful and continued failure to perform substantially his duties (other than any such failure resulting from incapacity due to physical or mental illness); |
| · | the executive’s conviction of, or plea of guilty ornolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); |
| · | the executive’s having willfully divulged, furnished, or made accessible any confidential information (as defined in the employment agreement); or |
| · | any act or failure to act by the executive that, under the provisions of applicable law, disqualifies him from acting in his position. |
▪
For Messrs. Chirico and Larsson only, gross negligence or willful misconduct (a) in the executive’s performance of the material responsibilities of his position, which results in material economic harm to us or our affiliates or (b) that results in reputational harm causing demonstrable injury to us or our affiliates; ▪
For Messrs. Shaffer and Shiffman and Ms. Abel-Hodges only, gross negligence or willful misconduct in the executive’s performance of the material responsibilities of the executive’s position, which results in material economic harm to us or our affiliates or in reputational harm causing demonstrable injury to us or our affiliates; ▪
the executive’s willful and continued failure to perform substantially the executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness); ▪
the executive’s conviction of, or plea of guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation) or, for Messrs. Chirico and Larsson only, a crime of moral turpitude; ▪
the executive’s having willfully divulged, furnished or made accessible any confidential information (as defined in the employment agreement); ▪
any act or failure to act by the executive that, under the provisions of applicable law, disqualifies the executive from acting in the executive’s position; or ▪
for Messrs. Chirico and Larsson only, any material breach of the employment agreement, our Code of Business Conduct and Ethics or any other material policy of PVH and its subsidiaries. “Good reason” is generally defined as: | · | the assignment to the executive of any duties inconsistent in any material respect with his position or any other action that results in a material diminution in such position; |
| · | a reduction of base salary; |
| · | the taking of any action that substantially diminishes (a) the aggregate value of the executive’s total compensation opportunity or (b) the aggregate value of the employee benefits provided to him; |
| · | requiring that the executive’s services be rendered primarily at a location or locations more than 35 miles (75 miles for Messrs. Shaffer and Shiffman) from PVH’s principal executive offices; |
| · | for Mr. Chirico only, solely after a change in control of PVH, a change in the Chairman of the Board of Directors such that neither the person holding such position immediately prior to the change in control nor Mr. Chirico is serving as the Chairman at any time during the one-year period following such change in control (other than as a result of such person’s cessation of service due to death or disability); or |
| · | for Messrs. Chirico and Duane, our failure to require any successor to assume expressly and agree to perform the executive’s employment agreement. |
▪
the assignment to the executive of any duties inconsistent in any material respect with the executive’s position or any other action that results in a material diminution in such position; ▪
a reduction of base salary; ▪
the taking of any action that substantially diminishes (a) the aggregate value of the executive’s total compensation opportunity or (b) the aggregate value of the employee benefits provided to the executive; ▪
for Mr. Larsson only, a person other than Mr. Larsson is named as the successor Chief Executive Officer to Mr. Chirico; ▪
requiring that the executive��s services be rendered primarily at a location or locations more than 35 miles (75 miles for Messrs. Shaffer and Shiffman, and Ms. Abel-Hodges) from PVH’s principal executive offices; ▪
for Mr. Chirico only, solely after a change in control of PVH, a change in the Chair of the Board of Directors such that Mr. Chirico is not serving as the executive or non-executive Chairman at any time during the one-year period following such change in control (other than as a result of Mr. Chirico’s cessation of service due to death or disability); or ▪
for Messrs. Chirico and Larsson only, our failure to require any successor to assume expressly and agree to perform the executive’s employment agreement. Generally, in the event of a termination of employment without cause or for good reason, each of these executives is entitled to a multiple (one times for Ms. Abel-Hodges; one and a half times for Messrs. Shaffer and Duane;Mr. Shaffer; two times for Messrs. Chirico, Larsson and Shiffman) of the sum of histhe executive’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination). Messrs. Chirico, Shaffer, Duane and Shiffman are requiredAll of the agreements require the applicable NEO to execute a release of claims in our favor in order to receive these payments. All such amounts are payable in accordance with our payroll schedule in 24 (for Ms. Abel-Hodges), 36 (for Messrs. Shaffer and Duane)Mr. Shaffer) or 48 (for Messrs. Chirico, Larsson and Shiffman) substantially equal installments. The agreements provide that for a period of time (18 months for Messrs.Mr. Shaffer, and Duane, two years for Mr.Messrs. Chirico and Larsson, and 12 months for Ms. Abel-Hodges and Mr. Shiffman) following the termination of the executive’s employment without cause or for good reason, medical, dental life, and disabilitylife insurance coverages are continued for the executive (and histhe executive’s family, to the extent participating prior to termination of employment), subject to cessation if the executive obtains replacement coverage from another employer (although there is no duty to seek employment or mitigate damages). The executive is required to pay the active employee rate, if any, for such coverage.
Mr. Larsson’s agreement provides that he will receive, in respect of the PSUs granted to him if his employment is terminated without “cause” or for “good reason,” then the number of shares of our common stock, if any, that would otherwise have been delivered to him in settlement of the PSUs based on actual performance for the applicable performance period, prorated to the portion of the applicable performance period actually worked by him, unless the date of termination occurs prior to the last day of the first fiscal year of the applicable performance period, in which case no shares will be delivered to Mr. Larsson and the applicable PSU award will be forfeited. In addition, in such circumstances, Mr. Larsson’s stock options will become fully vested as of the termination date and will remain exercisable until the earlier to occur of the original expiration date of the | | | 58 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation Tables
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table stock option and the date three months following his date of termination, and all of the RSUs granted to him on that date will become fully vested as of such date. However, if Mr. Larsson is named the successor Chief Executive Officer to Mr. Chirico, then, from and after the date on which he is named the successor Chief Executive Officer, the treatment of awards described in the preceding two sentences will not apply and Mr. Larsson’s then-outstanding equity awards will be treated in the same manner upon any such termination of his employment as the standard awards of the same type granted in the same year to the other executive officers of PVH. For more information about such treatment, see “Other Arrangements,” which begins on page 61. Termination following a change in control. Messrs. Chirico, Shaffer, Duane and Shiffman Each of the NEOs also areis entitled, in lieu of the above and subject to executing a release of claims in our favor, to severance upon the termination of their employment without cause or for good reason within two years after a change in control of PVH (as defined in the agreements). In either such case, the executive will receive an aggregate amount equal to two times (three times for Mr. Chirico) the sum of histhe executive’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved under the annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination). This amount will be paid in a lump sum if the change in control constitutes a “change in the ownership” or a “change in the effective control” of PVH or a “change in the ownership of a substantial portion of [PVH’s]PVH’s assets” (each within the meaning of Section 409A of the Code). Otherwise, this amount will be paid in 48 (72 for Mr. Chirico) substantially equal payments. These executives also would receive comparable medical, dental life and disabilitylife insurance coverage for themselves and their families for the two-year (three-year for Mr. Chirico) period immediately following such a termination, without a duty to mitigate or obtain replacement coverage from a subsequent employer. Mr. Larsson’s agreement provides that in respect of the PSUs granted to him, the applicable performance goals will be deemed satisfied (a) based on the level of performance achieved as of the date of the change in control, if determinable, or (b) at the target level, if not determinable, provided that if less than 50% of the applicable performance period has elapsed as of the date of the change in control, then the performance goals applicable to the PSUs will be deemed satisfied at the target level, and such PSUs will become fully vested as of Mr. Larsson’s date of termination. In addition, Mr. Larsson’s agreement provides for the same treatment of his outstanding stock options and RSU awards in the event of a termination of employment without cause or for good reason as is described above when not occurring within two years of a change in control. The lapse of such acceleration of Mr. Larsson’s PSUs, stock options and RSUs upon being named Mr. Chirico’s successor also applies. For more information about such treatment, see “Other Arrangements,” which begins on page 61. All of the employment agreements provide that if the receipt of the foregoing severance would subject anythe executive to the excise tax on excess parachute payments under Section 4999 of the Code, histhe executive’s severance would be reduced by the amount required to avoid the excise tax if such a reduction would give himthe executive a better after-tax result than if hethe executive received the full severance amount. Francis K. Duane
Cheryl Abel-Hodges — New Employment Agreement We entered into a new employment agreement with Mr. DuaneMs. Abel-Hodges on March 29, 2018.February 14, 2020. The new agreement superseded her prior employment agreement became effective as of March 1, 2018, and expires on February 28, 2021. It provides that he will serve as the Chief Executive Officer, Heritage Brands, and Vice Chairman,with PVH, Corp., in which roles he will continue the overall management of our North America wholesale customer relationships and work on corporate strategic initiatives. PVH has the right, on or after February 3, 2020, to modify Mr. Duane’s titles, duties and responsibilities so as to enable him to focusis described above. Ms. Abel-Hodges’ new agreement is on the smooth transitionsubstantially same terms as her prior agreement with PVH, except as described below. Ms. Abel-Hodges’ new agreement provides for an annual review of his duties as of the end of the term of the agreement.In accordance with Mr. Duane’s employment agreement, hisher base salary was fixed at $1,150,000 per year effective June 1, 2018, and will continue at that level until the(and continues to permit only upward adjustments). The severance multiple under her new agreement expires. Mr. Duane’s base salary cannot be reduced.
The employment agreement also provides for Mr. Duane’s continued participation in our bonus and stock plans and other incentive compensation programs for similarly situated executives. It further provides that the only equity awards he will be eligible to receive areupon a single grant of restricted stock units with a fair market value on the date of grant of approximately $3.3 million,9 and the performance share unit awards described below. The restricted stock unit grant was made on the same date during 2018 on which annual awards were made to other executive officers and is subject to ratable annual vesting over a three-year period. Mr. Duane also received in 2018 and 2019, and will receive in 2020, annual awards of performance share units with a target value of $400,000. The 2018 and 2019 performance share unit awards were, and the 2020 awards will be, granted at the same time and with similar terms and conditions as performance share unit awards granted to the other Named Executive Officers, with the actual number of shares and their value determined on the date of grant in accordance with our standard grant practices. No performance share unit award will be granted to Mr. Duane in 2021. Mr. Duane also is eligible to participate in all employee benefits and insurance plans sponsored or maintained for similarly situated executives and is entitled to reimbursement of reasonable business expenses.
9The actual value of the award was determined in accordance with our standard grant practice.
Termination for “cause” or “good reason.” Mr. Duane’s employment agreement sets forth his rights to severance and other payments upon termination of employment. Generally, Mr. Duane is entitled to severance only if his employment is terminated by PVH without “cause” or by himMs. Abel-Hodges for “good reason” prior to February 3, 2020. The definitions of each term are substantially(other than during the same as under his prior agreement, as discussed above.
Mr. Duane’s right to terminate his employment for good reasontwo-year period after a “change in control” (as defined in her agreement)) is only exercisable prior to February 3, 2020, and will not be exercisable if his compensation is reduced by the Board pursuant to our Clawback Policy described on page 42.
If Mr. Duane’s employment is terminated by us without cause or by him prior to February 3, 2020, for good reason, he is entitled, subject to executing a release of claims in our favor, to (1) an aggregate amount equal totwo times the sum of (A)her base salary through the end of the term of the employment agreement and (B)plus an amount equal to the bonus that would be payable if target level performance were achieved under ourthe annual bonus plan (if any) through the endin respect of the term; (2) $400,000 in lieu of any annual performance share unit award that hasfiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year of termination).
“Cause” is generally defined in her new agreement as: ▪
gross negligence or willful misconduct (a) in her performance of the material responsibilities of her position, which results in material economic harm to us or our affiliates or (b) that results in reputational harm causing demonstrable injury to us or our affiliates; ▪
her willful and continued failure to perform substantially her duties (other than any such failure resulting from incapacity due to physical or mental illness); ▪
her conviction of, or plea of guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation) or a crime of moral turpitude; ▪
her having willfully divulged, furnished, or made accessible any confidential information (as defined in accordance with the agreement; (3) full vestingemployment agreement); ▪
any act or failure to act by the executive that, under the provisions of his 2018 restricted stock unit award;applicable law, disqualifies her from acting in her position; or | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 59 | | |
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Narrative Disclosure to Summary Compensation Table and (4) payment with respect to Grants of Plan-Based Awards Table ▪
any annual performance share unit award granted in accordance withmaterial breach of the employment agreement, calculated asour Code of Business Conduct and Ethics or any other material policy of PVH and its subsidiaries. “Good reason” is generally defined in her new agreement as: ▪
the assignment to her of any duties inconsistent in any material respect with her position or any other action that results in a material diminution in such position; ▪
a change in her reporting relationship such that she no longer reports directly to the Board, Chief Executive Officer or President of PVH; ▪
a reduction of base salary; ▪
the taking of any action that substantially diminishes (a) the aggregate value of her total compensation opportunity or (b) the aggregate value of her benefits provided to the executive; ▪
requiring that her services be rendered primarily at a location or locations more than 75 miles from PVH’s principal executive offices; or ▪
our failure to require any successor to assume expressly and agree to perform her employment agreement. Ms. Abel-Hodges’ new agreement provides that the non-interference covenant applies following a termination of employment for any reason, and it contains a prohibition against competing against us by accepting employment or being otherwise affiliated with a competitor. In addition, under her new agreement, Ms. Abel-Hodges will not be entitled to severance if Mr. Duane retired. The severance amount payable under clause (1) would be paidPVH’s Calvin Klein business is sold, spun off or otherwise disposed of by PVH, regardless of the form or nature of such transaction, and either (i) she continues her employment in equal installments onsubstantially the same schedule that base salary was paidor a greater capacity in regard to the Calvin Klein business as immediately prior to the datetransaction, regardless of the terminationterms of employment. Any amount payable under clause (2) would be paid within 30 days after Mr. Duane’s termination of employment. The employment agreement also provides that during the period that the severance amount payable under clause (1) is paid (or, if less, for the 18-month period following the date of the termination of Mr. Duane’s employment without cause or for good reason), medical, dental, life and disability insurance coverages will be continued for Mr. Duane (and his family, to the extent participating prior to termination of employment), subject to cessation if he obtains replacement coverage from another employer (although there is no duty to seeksuch employment, or mitigate damages). Mr. Duane(ii) she is required to payoffered continued employment in connection with such transaction (whether or not she accepts the active employee rate, if any, for such coverage.In the event of Mr. Duane’s retirement or the termination of his employment upon the scheduled expiration ofoffer) and either (A) the employment agreement he is entitled to be assumed by the purchaser or other acquirer of the Calvin Klein business or is to be continued as a result of the purchase, spin off or other transaction involving a change in control of the entity then employing her or (B) she is offered employment in substantially the same or a greater capacity in regard to the Calvin Klein business and (1) the portion of hisher base salary for periods prior tois no less than the effective date of termination that is accrued but unpaid (if any),base salary then in effect and (2) any unreimbursed expenses, and (3) the payment or provision of certainall other benefits. Additionally, if the date of the termination of employment is on or after December 31, 2020, any unvested portion of the 2018 restricted stock unit award will accelerate and become fully vested as of such date. If the date of the termination of employment is between December 31, 2019, and December 31, 2020, 66.66% of the award will vest and the unvested portion will be forfeited. If the date of the termination of employment is between December 31, 2018, and December 31, 2019, 33.33% of the award granted will vest and the unvested portion will be forfeited. Lastly, any performance share unit award will be subject to full vesting based on actual performance without any proration, and will be payable at the same time as performance share unit awards are payable to other participants, unless the date of the termination of Mr. Duane’s employment is before the last day of the first fiscal year of the performance period with respect to a specific award, in which case the award will be forfeited.
If the receipt of any of the foregoing paymentscompensation and benefits would subject Mr. Duaneoffered to the excise tax on parachute payments under Section 4999 of the Code, such amounts would be reduced by the amount required to avoid the excise tax if such a reduction would give him a better after-tax result than if he received such amounts otherwise payable to him.
Mr. Duane’s employment agreement also includes certain restrictive covenantsher are consistent with similarly situated executives with her new employer (including in PVH’s favor. The covenants include prohibitions during and after employment against the use of confidential information, interfering with our business relationships, soliciting our associates for employment by himself or anyone else, and competing against us or accepting employment with a competitor.
comparable affiliates). Our employment agreement with Mr. Grieder outlines the compensation and benefits to be paid to him and sets forth the parties’ rights to terminate Mr. Grieder’s employment and the restrictive covenants to which he has agreed. Mr. Grieder’s employment agreement provides that he will serve as the Chief Executive Officer of Tommy Hilfiger Global and PVH Europe, or in such other position or positions as our Chief Executive Officer or Board of Directors may designate. It also provides that his compensation is subject to annual review and upward adjustment. The terms include payment or reimbursement of personal expenses relating to annual housing costs, personal tax and accounting support, and costs related to travel between Mr. Grieder’s home country and our PVH Europe headquarters in Amsterdam. We believe the payment and reimbursement of these types of costs is common practice for key executives in Europe who work in one country and regularly travel to their residence in their home country, and also is consistent with provisions made for other senior executives in our Amsterdam office who travel back to their home country residences. Termination for “cause” or “good reason.” The employment agreement also sets forth Mr. Grieder’s rights to severance upon termination of employment. Generally, Mr. Grieder is entitled to severance only if his employment is terminated without “cause” or if he terminates employment for “good reason.” “Cause” is generally defined as an urgent cause within the meaning of Dutch law and, to the extent not covered thereby, inclues: | · | gross negligence or willful misconduct by Mr. Grieder in his performance of the material responsibilities of his office or position, which results in material economic harm to PVH or in material reputational harm causing demonstrable injury to us; |
| · | Mr. Grieder’s willful and continued failure to perform substantially his duties (other than any such failure resulting from incapacity due to physical or mental illness), after delivery of a written demand for substantial performance and Mr. Grieder’s failure to cure such performance failure to our reasonable satisfaction within 20 days following his receipt of such written demand; |
| · | Mr. Grieder’s conviction of, or plea of guilty ornolo contendere to, a felony within the meaning of U.S. Federal, state or local law or the equivalent under the law of any foreign jurisdiction (other than a traffic violation); |
| · | Mr. Grieder’s having willfully divulged, furnished or made accessible confidential information (as defined in the employment agreement); or |
| · | any act or failure to act by Mr. Grieder that, under the provisions of applicable law, disqualifies him from acting in any or all capacities in which he is then acting for us. |
includes: ▪
gross negligence or willful misconduct by Mr. Grieder in his performance of the material responsibilities of his office or position, which results in material economic harm to PVH or in material reputational harm causing demonstrable injury to us; ▪
Mr. Grieder’s willful and continued failure to perform substantially his duties (other than any such failure resulting from incapacity due to physical or mental illness), after delivery of a written demand for substantial performance and Mr. Grieder’s failure to cure such performance failure to our reasonable satisfaction within 20 days following his receipt of such written demand; ▪
Mr. Grieder’s conviction of, or plea of guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law or the equivalent under the law of any foreign jurisdiction (other than a traffic violation); ▪
Mr. Grieder’s having willfully divulged, furnished or made accessible confidential information (as defined in the employment agreement); or ▪
any act or failure to act by Mr. Grieder that, under the provisions of applicable law, disqualifies him from acting in any or all capacities in which he is then acting for us. “Good reason” is generally defined as: ▪
the assignment to Mr. Grieder of any duties inconsistent in any material respect with his position, or any other action by us that results in a material diminution in such position; ▪
a reduction of base salary; | | · | the assignment to Mr. Grieder of any duties inconsistent in any material respect with his position, or any other action by us that results in a material diminution in such position;60 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
| · | a reduction of base salary; |
| · | the taking of any action by us that substantially diminishes (A) the aggregate value of Mr. Grieder’s total compensation opportunity or (B) the aggregate value of the employee benefits provided to him relative to all other similarly situated senior executives; or |
| · | requiring that Mr. Grieder’s services be rendered primarily at a location or locations more than 75 miles from our principal office in Amsterdam. |
Executive Compensation Tables
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table ▪
the taking of any action by us that substantially diminishes (A) the aggregate value of Mr. Grieder’s total compensation opportunity or (B) the aggregate value of the employee benefits provided to him relative to all other similarly situated senior executives; or ▪
requiring that Mr. Grieder’s services be rendered primarily at a location or locations more than 75 miles from our principal office in Amsterdam. Either party may terminate Mr. Grieder’s employment agreement, subject to a notice period of six months for Mr. Grieder and 12 months for us, in the event of a termination without cause by us or for good reason by Mr. Grieder or a termination by voluntary resignation (without good reason) by Mr. Grieder. The agreement automatically terminates at the end of the month in which Mr. Grieder turns the statutory pension age under Dutch law (currently 65 and two months). If Mr. Grieder’s employment is terminated without cause or for good reason, he is entitled to the greater of (x) his base salary for 12 months and (y) the statutory severance amount provided for under Dutch law. The severance amount is payable in accordance with the Amsterdam office’s regular payroll schedule in 12 substantially equal payments, commencing on the first scheduled payroll date that occurs on or following the date that is 30 days after Mr. Grieder’s termination of employment. It is payable only if Mr. Grieder’s employment is terminated amicably through the execution and delivery by the parties of a settlement agreement acceptable under Dutch law. Mr. Grieder will receive the transition payment provided for under Dutch law if a settlement agreement is not entered into. In the event of a termination of employment without cause or for good reason, Mr. Grieder also is eligible to receive a pro rata payout of any bonus award granted with respect to the performance cycle during which notice of termination is given, based on the actual performance level achieved for the entire cycle against the performance measures established for his award. Any pro rata payout is payable at the same time that bonuses for the performance cycle are paid to similarly situated executives. If Mr. Grieder voluntarily resigns without good reason, he is generally entitled to receive base salary for six months after the conclusion of the notice period, paid in six substantially equal payments, in consideration of his covenant not to compete. Mr. Grieder’s employment agreement also provides that in the event of his disability, which means his inability to work for a 104-week period, Mr. Grieder is entitled to receive 70% of his base salary for the 104-week period, and we would be entitled to terminate his employment if and when permitted by applicable law and our short-term and long-term disability policies then in effect for the Amsterdam office. The restrictive covenants in Mr. Grieder’s agreement include prohibitions during and following employment against Mr. Grieder’s use of confidential information, soliciting PVH associates for employment by himself or anyone else, interfering with our business relationships and, other than following a termination of employment without cause or for good reason, competing against us by accepting employment or being otherwise affiliated with a direct competitor of our primary businesses or products as of the date of termination.
There are a number of other arrangements that would result in payments or other benefits to some or all of our Named Executive Officers upon a termination of employment or in the event of a change in control, in addition to the severance arrangements described above. 2006
Our 2006 Stock Incentive Plan (referred to herein as the “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).
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 61 | | |
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following sets forth the effect on stock options that are assumed by an acquirer upon a change in control will continueof certain triggering events prior to vest on their original schedule and only become immediately exercisable in fullexercise 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). | | | | VOLUNTARY 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 for “cause” or without “good reason,”retirement, prior to the last day of the year of grant). 2
“Good reason” is as and if such terms are defined in a participant’s employment agreement) within two years of the change in control (i.e., double trigger)agreement (if any). All unvested stock options that are not assumed by an acquirer upon a change in control will become immediately exercisable in full upon a change in control.In the event of death, all unvested stock options generally become immediately exercisable. In the event of retirement, unvested stock options granted“Cause” is as defined in the year of retirement are forfeited immediately if the recipient retires before December 31; all other unvested stock options generally become immediately exercisable upon retirement. Stock options, if unexercised, generally will expire three months after the qualification of the representative ofIncentive Plan unless a recipient’s estate (in the event of a recipient’s death) or in three years (in the event of a recipient’s retirement). In all other circumstances, all unvested stock options will expire upon the termination of the recipient’s employment. If an option holder leaves our employ other than in the case of death, retirement or termination for cause, any then-exercisable stock options previously granted to but not yet exercised by such recipient generally will expire within 90 days of such termination of employment. If a recipient is terminated for cause, all of the recipient’s exercisable stock options will immediately expire.
participant’s employment agreement (if any) provides it controls. 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) 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.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. | | 54 | 62 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation Tables
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table The following sets forth the effect upon performance share units of certain triggering events occurring during a performance cycle. Death | 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 | 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 | 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. | | Termination without cause/termination | RETIREMENT | | | The participant will receive the full payout, if any, that would have been payable for “good reason”1the performance cycle if the participant retires on or after the last day of the fiscal year during which the award was granted. A participant who retires before the last day of such fiscal year 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 at least the first fiscal year during the performance cycle has been completed. A participant who is terminated during the first fiscal year will not receive a payout. | 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 last day of the fiscal year during which the award was granted. A participant who retires before the last day of such fiscal year 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. 1 | “Good reason” is as defined under the participant’s employment agreement. |
In all other cases, a participant must be employed by us on the last day of the performance cycle in order to remain eligible to receive an award. 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. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 63 | | |
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table Performance Incentive Bonus Plan The following sets forth the effect upon annual bonuses of certain triggering events occurring during a performance cycle. Death | 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 | 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”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. 1 | “Good reason” is as defined under the participant’s employment agreement. |
In all other cases, a participant must be employed by us on the last day of the performance cycle in order to remain eligible to receive an award. The 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. The following sets forth the effect upon Long-Term Incentive Plan awards (including GRIP awards) of certain triggering events occurring during a performance cycle. Death | 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 | 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 | 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”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. 1 | “Good reason” is as defined under the participant’s employment agreement. |
In all other cases, a participant must be employed by us on the last day of the performance cycle in order to remain eligible to receive an award. The payout, in the event of death or a change in control, will be paid within 30 days of 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. | | 56 | 64 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation TablesOutstanding 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 Chirico | | 4/5/2012 | | | 46,300 | | | | 0 | | | | 91.88 | | | 4/5/2022 | | | | | | | | | | | | | | | | | | | | 5/1/2013 | | | 50,000 | | | | 0 | | | | 115.05 | | | 5/1/2023 | | | | | | | | | | | | | | | | | | | | 4/3/2014 | | | 46,200 | | | | 0 | | | | 124.53 | | | 4/3/2024 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | 40,200 | | | | 13,400 | | | | 107.47 | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | 34,950 | | | | 34,950 | | | | 99.39 | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | 17,025 | | | | 51,075 | | | | 101.90 | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | 4/23/2018 | | | 0 | | | | 39,000 | | | | 160.26 | | | 4/23/2028 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | | | | | | | | | | | | 7,096 | | | | 771,761 | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | 9,308 | | | | 1,012,338 | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | 13,617 | | | | 1,480,985 | | | | | | | | | | | | | 4/23/2018 | | | | | | | | | | | | | | | | | 18,720 | | | | 2,035,987 | | | | | | | | | | | | | 4/26/2016 | 4 | | | | | | | | | | | | | | | | | | | | | | | | 29,742 | | | | 3,234,740 | | | | | 4/25/2017 | 5 | | | | | | | | | | | | | | | | | | | | | | | | 26,778 | | | | 2,912,375 | | | | | 4/23/2018 | 6 | | | | | | | | | | | | | | | | | | | | | | | | 16,022 | | | | 1,742,553 | | | Michael A. Shaffer | | 4/2/2015 | | | 0 | | | | 3,500 | | | | 107.47 | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | 4/30/2015 | | | 625 | | | | 625 | | | | 103.35 | | | 4/30/2025 | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | 0 | | | | 9,450 | | | | 99.39 | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | 4,625 | | | | 13,875 | | | | 101.90 | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | 0 | | | | 16,000 | | | | 156.73 | | | 4/6/2028 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | | | | | | | | | | | | 2,094 | | | | 227,743 | | | | | | | | | | | | | 4/30/2015 | | | | | | | | | | | | | | | | | 484 | | | | 52,640 | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | 3,774 | | | | 410,460 | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | 5,523 | | | | 600,681 | | | | | | | | | | | | | 4/6/2018 | | | | | | | | | | | | | | | | | 5,108 | | | | 555,546 | | | | | | | | | | | | | 4/26/2016 | 4 | | | | | | | | | | | | | | | | | | | | | | | | 2,588 | | | | 281,471 | | | | | 4/25/2017 | 5 | | | | | | | | | | | | | | | | | | | | | | | | 2,811 | | | | 305,724 | | | | | 4/23/2018 | 6 | | | | | | | | | | | | | | | | | | | | | | | | 1,781 | | | | 193,702 | | | Francis K. Duane | | 4/2/2015 | | | 0 | | | | 3,800 | | | | 107.47 | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | 0 | | | | 8,200 | | | | 99.39 | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | 0 | | | | 10,125 | | | | 101.90 | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | | | | | | | | | | | | 2,094 | | | | 227,743 | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | 3,270 | | | | 355,645 | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | 4,050 | | | | 440,478 | | | | | | | | | | | | | 4/6/2018 | | | | | | | | | | | | | | | | | 21,057 | | | | 2,290,159 | | | | | | | | | | | | | 4/26/2016 | 4 | | | | | | | | | | | | | | | | | | | | | | | | 2,070 | | | | 225,133 | | | | | 4/25/2017 | 5 | | | | | | | | | | | | | | | | | | | | | | | | 1,874 | | | | 203,816 | | | | | 4/23/2018 | 6 | | | | | | | | | | | | | | | | | | | | | | | | 1,188 | | | | 129,207 | |
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 CHIRICO | | | | | 4/5/2012 | | | | | | 46,300 | | | | | | 0 | | | | | | 91.88 | | | | | | 4/5/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5/1/2013 | | | | | | 50,000 | | | | | | 0 | | | | | | 115.05 | | | | | | 5/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/3/2014 | | | | | | 46,200 | | | | | | 0 | | | | | | 124.53 | | | | | | 4/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | 53,600 | | | | | | 0 | | | | | | 107.47 | | | | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | 52,425 | | | | | | 17,475 | | | | | | 99.39 | | | | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | 34,050 | | | | | | 34,050 | | | | | | 101.90 | | | | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/23/2018 | | | | | | 9,750 | | | | | | 29,250 | | | | | | 160.26 | | | | | | 4/23/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/5/2019 | | | | | | 0 | | | | | | 49,200 | | | | | | 127.26 | | | | | | 4/5/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,450 | | | | | | 387,907 | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,679 | | | | | | 756,548 | | | | | | | | | | | | | | | | | | | 4/23/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,422 | | | | | | 1,169,996 | | | | | | | | | | | | | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,539 | | | | | | 1,964,725 | | | | | | | | | | | | | | | | | | | 4/25/20174 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 26,778 | | | | | | 2,334,238 | | | | | | | 4/23/20185 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ��� | 16,022 | | | | | | 1,396,638 | | | | | | | 4/29/20196 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 19,627 | | | | | | 1,710,886 | | | | MICHAEL A. SHAFFER | | | | | 4/2/2015 | | | | | | 3,500 | | | | | | 0 | | | | | | 107.47 | | | | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/30/2015 | | | | | | 1,250 | | | | | | 0 | | | | | | 103.35 | | | | | | 4/30/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | 4,725 | | | | | | 4,725 | | | | | | 99.39 | | | | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | 9,250 | | | | | | 9,250 | | | | | | 101.90 | | | | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | | | | 4,000 | | | | | | 12,000 | | | | | | 156.73 | | | | | | 4/6/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/5/2019 | | | | | | 0 | | | | | | 19,700 | | | | | | 127.26 | | | | | | 4/5/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,887 | | | | | | 164,490 | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,682 | | | | | | 320,960 | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,831 | | | | | | 333,948 | | | | | | | | | | | | | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6,288 | | | | | | 548,125 | | | | | | | | | | | | | | | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,000 | | | | | | 4,968,690 | | | | | | | | | | | | | | | | | | | 4/25/20174 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,811 | | | | | | 245,035 | | | | | | | 4/23/20185 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,781 | | | | | | 155,250 | | | | | | | 4/29/20196 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,210 | | | | | | 192,646 | | | | STEFAN LARSSON | | | | | 6/3/2019 | | | | | | 0 | | | | | | 53,500 | | | | | | 87.72 | | | | | | 6/3/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,100 | | | | | | 1,490,607 | | | | | | | | | | | | | | | | | | | 6/3/20197 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 32,684 | | | | | | 2,849,064 | | | | CHERYL ABEL-HODGES | | | | | 4/1/2016 | | | | | | 0 | | | | | | 950 | | | | | | 99.39 | | | | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7/1/2019 | | | | | | 0 | | | | | | 15,200 | | | | | | 95.26 | | | | | | 7/1/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 378 | | | | | | 32,950 | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,474 | | | | | | 128,489 | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,917 | | | | | | 167,105 | | | | | | | | | | | | | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,144 | | | | | | 274,062 | | | | | | | | | | | | | | | | | | | 7/1/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,052 | | | | | | 91,703 | | | | | | | | | | | | | | | | | | | 7/1/20197 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,512 | | | | | | 306,141 | | |
| | 57 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 65 | | |
| | | | 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
($) | | Equity Incentive Plans
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
(#) | | Equity Incentive Plans
Awards: Market or
Payout Value of
Unearned Shares, Units
or Other Rights That
Have Not Vested3
($) | | Daniel Grieder | | 4/3/2014 | | | 6,146 | | | | 0 | | | | 124.53 | | | 4/3/2024 | | | | | | | | | | | | | | | | | | | | 7/1/2014 | | | 550 | | | | 0 | | | | 117.71 | | | 7/1/2024 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | 0 | | | | 2,925 | | | | 107.47 | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | 0 | | | | 8,850 | | | | 99.39 | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | 0 | | | | 12,900 | | | | 101.90 | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | 0 | | | | 14,000 | | | | 156.73 | | | 4/6/2028 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | | | | | | | | | | | | 2,328 | | | | 253,193 | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | 3,522 | | | | 383,053 | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | 5,154 | | | | 560,549 | | | | | | | | | | | | | 4/6/2018 | | | | | | | | | | | | | | | | | 4,468 | | | | 485,940 | | | | | | | | | | | | | 4/26/2016 | 4 | | | | | | | | | | | | | | | | | | | | | | | | 1,035 | | | | 112,567 | | | | | 4/25/2017 | 5 | | | | | | | | | | | | | | | | | | | | | | | | 937 | | | | 101,908 | | | | | 4/23/2018 | 6 | | | | | | | | | | | | | | | | | | | | | | | | 594 | | | | 64,603 | | | Steven B. Shiffman | | 4/6/2010 | | | 3,500 | | | | 0 | | | | 60.08 | | | 4/6/2020 | | | | | | | | | | | | | | | | | | | | 4/7/2011 | | | 3,200 | | | | 0 | | | | 64.97 | | | 4/7/2021 | | | | | | | | | | | | | | | | | | | | 4/5/2012 | | | 3,100 | | | | 0 | | | | 91.88 | | | 4/5/2022 | | | | | | | | | | | | | | | | | | | | 5/1/2013 | | | 3,300 | | | | 0 | | | | 115.05 | | | 5/1/2023 | | | | | | | | | | | | | | | | | | | | 4/3/2014 | | | 3,100 | | | | 0 | | | | 124.53 | | | 4/3/2024 | | | | | | | | | | | | | | | | | | | | 7/1/2014 | | | 3,200 | | | | 0 | | | | 117.71 | | | 7/1/2024 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | 5,250 | | | | 1,750 | | | | 107.47 | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | 7,550 | | | | 7,550 | | | | 99.39 | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | 3,700 | | | | 11,100 | | | | 101.90 | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | 0 | | | | 12,000 | | | | 156.73 | | | 4/6/2028 | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | | | | | | | | | | | | 1,396 | | | | 151,829 | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | 4,026 | | | | 437,868 | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | 4,419 | | | | 480,610 | | | | | | | | | | | | | 4/6/2018 | | | | | | | | | | | | | | | | | 3,832 | | | | 416,768 | | | | | | | | | | | | | 4/26/2016 | 4 | | | | | | | | | | | | | | | | | | | | | | | | 2,070 | | | | 225,133 | | | | | 4/25/2017 | 5 | | | | | | | | | | | | | | | | | | | | | | | | 1,874 | | | | 203,816 | | | | | 4/23/2018 | 6 | | | | | | | | | | | | | | | | | | | | | | | | 1,188 | | | | 129,207 | |
Executive Compensation Tables Outstanding Equity at Fiscal Year-End 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 granted in 2015 vest in increments of 25.0%, 25.0% and 50.0% on the second, third and fourth anniversaries of the grant date. Awards granted in or after 2016 vest in four equal installments on each of the first four anniversaries of the grant date, except for the award granted to Mr. Duane in 2018, which vests in three equal installments on each of the first three anniversaries of the grant date. Awards granted prior to 2018, other than those granted to Mr. Grieder, also are subject to the requirement that we achieve a specific level of adjusted net income for any one of the fiscal years during the performance cycle before they vest. The required level was achieved for all applicable awards as of February 3, 2019. | | | 3 | The market value of unvested RSUs and unvested PSUs was calculated by multiplying the number of units by $108.76, the closing stock price of our common stock on February 1, 2019, the last business day of 2018. | | | 4 | These awards consist of PSU awards. The shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at the threshold level, as the estimated payout as of the end of 2018 is below threshold-level performance. The awards earned, if any, will vest in April 2019 when satisfaction of the performance criteria is certified. | | | 5 | These awards consist of PSU awards that will vest in April 2020 if the performance criteria are satisfied. The shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at threshold level, as the estimated payout as of the end of 2018 is below threshold-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle. | | | 6 | These awards consist of PSU awards that will vest in April 2021 if the performance criteria are satisfied. The shares received by Mr. Chirico in the event his award pays out will be subject to a holding period of one year after the vesting date. The above table shows the number of shares at threshold level, as the estimated payout as of the end of 2018 is below threshold-level performance. The number of shares also assumes service for the entire three-year performance cycle; the awards generally pay out on a pro rata basis if the NEO does not work for the entire cycle.
|
| | | | | | | | | | Option Awards1 | | | Stock Awards | | | Name | | | Date of Grant | | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | | Option
Exercise
Price
($) | | | 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
($) | | | Equity Incentive
Plans Awards: Number
of Unearned Shares,
Units or Other Rights
That Have Not Vested
(#) | | | Equity Incentive
Plans Awards: Market
or Payout Value of
Unearned Shares,
Units or Other Rights
That Have Not Vested3
($) | | | DANIEL GRIEDER | | | | | 4/3/2014 | | | | | | 6,146 | | | | | | 0 | | | | | | 124.53 | | | | | | 4/3/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7/1/2014 | | | | | | 550 | | | | | | 0 | | | | | | 117.71 | | | | | | 7/1/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | 2,925 | | | | | | 0 | | | | | | 107.47 | | | | | | 4/2/2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | 4,425 | | | | | | 4,425 | | | | | | 99.39 | | | | | | 4/1/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | 4,300 | | | | | | 8,600 | | | | | | 101.90 | | | | | | 4/7/2027 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | | | | 3,500 | | | | | | 10,500 | | | | | | 156.73 | | | | | | 4/6/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/5/2019 | | | | | | 0 | | | | | | 17,200 | | | | | | 127.26 | | | | | | 4/5/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,761 | | | | | | 153,506 | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,436 | | | | | | 299,516 | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,351 | | | | | | 292,107 | | | | | | | | | | | | | | | | | | | 4/5/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,504 | | | | | | 479,784 | | | | | | | | | | | | | | | | | | | 6/3/2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 57,000 | | | | | | 4,968,690 | | | | | | | | | | | | | | | | | | | 4/25/20174 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 937 | | | | | | 81,678 | | | | | | | 4/23/20185 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 594 | | | | | | 51,779 | | | | | | | 4/29/20196 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 737 | | | | | | 64,244 | | | | STEVEN B. SHIFFMAN | | | | | 4/5/2012 | | | | | | 3,100 | | | | | | 0 | | | | | | 91.88 | | | | | | 4/5/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5/1/2013 | | | | | | 3,300 | | | | | | 0 | | | | | | 115.05 | | | | | | 6/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/3/2014 | | | | | | 3,100 | | | | | | 0 | | | | | | 124.53 | | | | | | 6/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7/1/2014 | | | | | | 3,200 | | | | | | 0 | | | | | | 117.71 | | | | | | 6/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/2/2015 | | | | | | 7,000 | | | | | | 0 | | | | | | 107.47 | | | | | | 6/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/1/2016 | | | | | | 15,100 | | | | | | 0 | | | | | | 99.39 | | | | | | 6/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/7/2017 | | | | | | 14,800 | | | | | | 0 | | | | | | 101.90 | | | | | | 6/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/6/2018 | | | | | | 12,000 | | | | | | 0 | | | | | | 156.73 | | | | | | 6/30/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4/25/20174 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,874 | | | | | | 163,357 | | | | | | | 4/23/20185 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,188 | | | | | | 103,558 | | |
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 awards granted to Messrs. Grieder and Shaffer in June 2019, which vest 10% on the first and second anniversary of the grant date, 15% on the third and fourth anniversary of the grant date and 50% on the fifth anniversary of the grant date. Awards granted prior to 2018, other than those granted to Mr. Grieder, also are subject to the requirement that we achieve a specific level of adjusted net income for any one of the fiscal years during the performance cycle before they vest. The required level was achieved for all applicable awards as of February 2, 2020. 3
The market value of unvested RSUs and unvested PSUs was calculated by multiplying the number of units by $87.17, the closing stock price of our common stock on January 31, 2020, the last business day of 2019. 4
These awards consist of PSU awards that would have vested in April 2020 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 2019 was below threshold-level performance. As certified in April 2020, the performance criteria were not satisfied and therefore no shares were earned. 5
These awards consist of PSU awards that will vest in April 2021 if the performance criteria are satisfied. The after-tax shares received by Mr. Chirico are subject to a holding period of one year after the vesting date. The above table shows the number of shares at the threshold level, as the estimated payout as of the end of 2019 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 63. 6
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 2019 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 63. 7
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 maximum level for Mr. Larsson, as the estimated payout as of the end of 2019 was between target and maximum-level performance. The above table shows the number of shares at target level for Ms. Abel-Hodges, as the estimated payout as of the end of 2019 was between threshold and target-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 63. | | 58 | 66 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation TablesOption Exercises and Stock Vested| | | | OPTION AWARDS | | | STOCK AWARDS | | | Name | | | Number of Shares
Acquired on Exercise
(#) | | | Value Realized on
Exercise1
($) | | | Number of Shares
Acquired on Vesting
(#) | | | Value Realized on
Vesting2
($) | | | Emanuel Chirico | | | 0 | | | | 0 | | | | 84,479 | | | | 13,378,404 | | | | Michael A. Shaffer | | | 46,400 | | | | 2,089,016 | | | | 10,776 | | | | 1,682,327 | | | | Francis K. Duane | | | 38,575 | | | | 1,631,625 | | | | 9,001 | | | | 1,402,433 | | | | Daniel Grieder | | | 34,229 | | | | 1,727,225 | | | | 11,584 | | | | 1,793,953 | | | | Steven B. Shiffman | | | 0 | | | | 0 | | | | 8,587 | | | | 1,334,989 | | |
Option Exercises and Stock Vested | | | | Option Awards | | | Stock Awards | | | Name | | | Number of Shares
Acquired on Exercise
(#) | | | Value Realized on
Exercise1
($) | | | Number of Shares
Acquired on Vesting
(#) | | | Value Realized on
Vesting2
($) | | | EMANUEL CHIRICO | | | | | 0 | | | | | | 0 | | | | | | 75,228 | | | | | | 9,690,151 | | | | MICHAEL A. SHAFFER | | | | | 0 | | | | | | 0 | | | | | | 12,107 | | | | | | 1,546,250 | | | | STEFAN LARSSON | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | CHERYL ABEL-HODGES | | | | | 1,550 | | | | | | 39,537 | | | | | | 2,220 | | | | | | 280,248 | | | | DANIEL GRIEDER | | | | | 0 | | | | | | 0 | | | | | | 8,734 | | | | | | 1,106,556 | | | | STEVEN B. SHIFFMAN | | | | | 6,700 | | | | | | 317,141 | | | | | | 17,292 | | | | | | 1,948,539 | | |
1 | The value realized on exercise equals the stock price of our common stock on the date of exercise less the exercise price, multiplied by the number of shares acquired upon exercise. | 2 | The value realized on vesting equals the stock price of our common stock on the date of vesting multiplied by the number of shares vested. |
1
The value realized on exercise equals the stock price of our common stock on the date of exercise less the exercise price, multiplied by the number of shares acquired upon exercise. 2
The value realized on vesting equals the stock price of our common stock on the date of vesting multiplied by the number of shares vested. Pension Benefits | Name | | | Plan name | | | Number of Years
Credited Service
(#) | | | Present Value of
Accumulated
Benefit1
($) | | Payments During Last
Fiscal Year
($) | | | Emanuel Chirico | | | Pension Plan2 | | | 24.1667 | | | 804,050 | | 0 | | | | | | Supplemental Pension Plan2 | | | 24.1667 | | | 10,230,761 | | 0 | | | | | | Capital Accumulation Program3 | | | 10.0000 | | | 1,791,183 | | 0 | | | Michael A. Shaffer | | | Pension Plan2 | | | 27.5833 | | | 655,087 | | 0 | | | | | | Supplemental Pension Plan2 | | | 27.5833 | | | 2,547,323 | | 0 | | | Francis K. Duane | | | Pension Plan2 | | | 19.6667 | | | 700,188 | | 0 | | | | | | Supplemental Pension Plan2 | | | 19.6667 | | | 5,305,002 | | 0 | | | | | | Capital Accumulation Program3 | | | 10.0000 | | | 1,689,645 | | 0 | | | Daniel Grieder | | | | | | N/A | | | N/A | | N/A | | | Steven B. Shiffman | | | Pension Plan2 | | | 25.1667 | | | 793,449 | | 0 | | | | | | Supplemental Pension Plan2 | | | 25.1667 | | | 2,581,966 | | 0 | |
| Name | | | Plan name | | | Number of Years
Credited Service
(#) | | | Present Value of
Accumulated Benefit1
($) | | | Payments During Last
Fiscal Year
($) | | | EMANUEL CHIRICO | | | Pension Plan2 | | | | | 25.1667 | | | | | | 1,021,961 | | | | | | 0 | | | | | Supplemental Pension Plan2 | | | | | 25.1667 | | | | | | 13,560,939 | | | | | | 0 | | | | | Capital Accumulation Program3 | | | | | 10.0000 | | | | | | 1,963,610 | | | | | | 0 | | | | MICHAEL A. SHAFFER | | | Pension Plan2 | | | | | 28.5833 | | | | | | 889,107 | | | | | | 0 | | | | | Supplemental Pension Plan2 | | | | | 28.5833 | | | | | | 3,639,770 | | | | | | 0 | | | | STEFAN LARSSON4 | | | | | | | | N/A | | | | | | N/A | | | | | | 0 | | | | CHERYL ABEL-HODGES | | | Pension Plan2 | | | | | 12.1667 | | | | | | 477,826 | | | | | | 0 | | | | | Supplemental Pension Plan2 | | | | | 12.1667 | | | | | | 1,429,041 | | | | | | 0 | | | | DANIEL GRIEDER | | | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | STEVEN B. SHIFFMAN | | | Pension Plan2 | | | | | 25.5000 | | | | | | 976,506 | | | | | | 0 | | | | | Supplemental Pension Plan2 | | | | | 25.5000 | | | | | | 0 | | | | | | 3,049,527 | | |
1
Please see Note 13, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended February 2, 2020 for the assumptions used in calculating the present value of the accumulated benefit. The present value of the accumulated benefit of Mr. Chirico for the capital accumulation program was calculated using settlement rates based on the 10-year Treasury bill rates applicable under his agreement. 2
Pension and Supplemental Pension Plan credited service and actuarial values are calculated as of February 2, 2020, 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 February 2, 2020 are calculated based on the following assumptions: (i) for annuity payments in the qualified plan, the RP-2014 mortality table, and the MP-2019 mortality improvement projection scale, as published by the Society of Actuaries; (ii) a 3.15% 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 2019 segment rates of 2.03% for payments expected to be made for the first 5 years, 3.06% for payments between 5 and 20 years, and 3.59% for payments made after 20 years). Mr. Shiffman received payment of his vested benefit under the Supplemental Pension Plan in a lump sum in connection with his departure from the Company on June 10, 2019. 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. 4
Mr. Larsson is not eligible to participate in the pension plans until July 1, 2020. He does not have a capital accumulation program agreement.
1 | Pleasesee Note 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended February 3, 2019, for the assumptions used in calculating the present value of the accumulated benefit. The present value of the accumulated benefit of Messrs. Chirico and Duane for the capital accumulation program was calculated using settlement rates based on the 10-year Treasury bill rates applicable under their agreements. |
2 | Pension Plan and Supplemental Pension Plan service credit and actuarial values are calculated as of February 3, 2019, which is the pension plan measurement date that we used for financial statement reporting purposes. Retirement age is the applicable plan’s “normal” retirement age or the earliest time when a participant may retire without an age-based reduction. The present values as of February 3, 2019, are calculated based on the following assumptions: (i) for annuity payments in the qualified plan, the RP-2014 mortality table, and the MP-2018 mortality improvement projection scale, as published by the Society of Actuaries; (ii) a 4.35% discount rate; (iii) form of payment in the qualified plan for males (60% assumed to elect a life annuity, 20% assumed to elect a 50% joint and survivor, and 20% assumed to elect a 100% joint and survivor); and (iv) Supplemental Pension Plan lump sum values based on the assumptions prescribed under the Pension Protection Act of 2006 (including, for payments projected to be made after 2019, the newly mandated unisex mortality table specified by IRS Notice 2017-60, based on the RP-2014 table, with projected mortality improvements, and December 2018 segment rates of 3.38% for payments expected to be made for the first five years, 4.32% for payments between five and 20 years, and 4.69% for payments made after 20 years). |
3 | Capital accumulation program credited service relates to the number of full years of vesting credit accrued by each applicable NEO based on the effective date of his underlying agreement. The benefit is fully vested after 10 years. Retirement age is the program’s “normal” retirement age or the earliest time when a participant may retire without an age-based reduction. |
| | 59 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 67 | | |
Executive Compensation TablesDefined Benefit Plans Defined Benefit Plans Our Pension Plan is a qualified defined benefit plan. The Pension Plan is open to U.S.-based salaried, hourly clerical, and production, warehouse and distribution associates, with a few exceptions. Salaried associates are eligible to participate beginning on the first day of the calendar quarter after they have completed one year of service in which they have worked at least 1,000 hours. Hourly associates are eligible to participate beginning on the first day of the calendar quarter after they have completed three months of service, provided that it is anticipated they will work at least 1,000 hours in the year. The benefits under 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. TheWith the exception of Mr. Larsson, who will not be eligible to participate in the plan until July 1, 2020, 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. A participant will not incur a break in service due to any leave of absence in accordance with the provisions of the Family and Medical Leave Act of 1993 or on account of military duty, provided they return to work within the re-employment period under Federal law. Pension benefits become payable on the first day of the month following retirement, which is normally at age 65. Participants who have completed tenfive or more years of service are eligible for early retirement benefits, but they must wait until they attain age 55 before benefit payments commence.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 or more years will receiveare eligible for an unsubsidized early retirement benefitsbenefit 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% | | |
| 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% | | |
| | 60 | 68 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation Tables Defined Benefit Plans We subsidize the early retirement benefit for participants who retire when they are over 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% | |
| | | | | | | | | | | | | | Age at
Commencement | | | Years of Service | | | | 10 | | | 11 | | | 12 | | | 13 | | | 14 | | | 15 | | | 16 | | | 17 | | | 18 | | | 19 | | | 20 | | | 64 | | | | | 95.00% | | | | | | 95.15% | | | | | | 95.30% | | | | | | 95.45% | | | | | | 95.60% | | | | | | 95.75% | | | | | | 95.90% | | | | | | 96.05% | | | | | | 96.20% | | | | | | 96.35% | | | | | | 96.50% | | | | 63 | | | | | 90.00% | | | | | | 90.30% | | | | | | 90.60% | | | | | | 90.90% | | | | | | 91.20% | | | | | | 91.50% | | | | | | 91.80% | | | | | | 92.10% | | | | | | 92.40% | | | | | | 92.70% | | | | | | 93.00% | | | | 62 | | | | | 85.00% | | | | | | 85.45% | | | | | | 85.90% | | | | | | 86.35% | | | | | | 86.80% | | | | | | 87.25% | | | | | | 87.70% | | | | | | 88.15% | | | | | | 88.60% | | | | | | 89.05% | | | | | | 89.50% | | | | 61 | | | | | 80.00% | | | | | | 80.60% | | | | | | 81.20% | | | | | | 81.80% | | | | | | 82.40% | | | | | | 83.00% | | | | | | 83.60% | | | | | | 84.20% | | | | | | 84.80% | | | | | | 85.40% | | | | | | 86.00% | | | | 60 | | | | | 75.00% | | | | | | 75.75% | | | | | | 76.50% | | | | | | 77.25% | | | | | | 78.00% | | | | | | 78.75% | | | | | | 79.50% | | | | | | 80.25% | | | | | | 81.00% | | | | | | 81.75% | | | | | | 82.50% | | | | 59 | | | | | 70.00% | | | | | | 70.90% | | | | | | 71.80% | | | | | | 72.70% | | | | | | 73.60% | | | | | | 74.50% | | | | | | 75.40% | | | | | | 76.30% | | | | | | 77.20% | | | | | | 78.10% | | | | | | 79.00% | | | | 58 | | | | | 65.00% | | | | | | 66.05% | | | | | | 67.10% | | | | | | 68.15% | | | | | | 69.20% | | | | | | 70.25% | | | | | | 71.30% | | | | | | 72.35% | | | | | | 73.40% | | | | | | 74.45% | | | | | | 75.50% | | | | 57 | | | | | 60.00% | | | | | | 61.20% | | | | | | 62.40% | | | | | | 63.60% | | | | | | 64.80% | | | | | | 66.00% | | | | | | 67.20% | | | | | | 68.40% | | | | | | 69.60% | | | | | | 70.80% | | | | | | 72.00% | | | | 56 | | | | | 55.00% | | | | | | 56.35% | | | | | | 57.70% | | | | | | 59.05% | | | | | | 60.40% | | | | | | 61.75% | | | | | | 63.10% | | | | | | 64.45% | | | | | | 65.80% | | | | | | 67.15% | | | | | | 68.50% | | | | 55 | | | | | 50.00% | | | | | | 51.50% | | | | | | 53.00% | | | | | | 54.50% | | | | | | 56.00% | | | | | | 57.50% | | | | | | 59.00% | | | | | | 60.50% | | | | | | 62.00% | | | | | | 63.50% | | | | | | 65.00% | | |
| | | | | | | | | | | | | Age at
Commencement | | | Years of Service | | | | 21 | | | 22 | | | 23 | | | 24 | | | 25 | | | 26 | | | 27 | | | 28 | | | 29 | | | 30 | | | 64 | | | | | 96.65% | | | | | | 96.80% | | | | | | 96.95% | | | | | | 97.10% | | | | | | 97.25% | | | | | | 97.40% | | | | | | 97.55% | | | | | | 97.70% | | | | | | 97.85% | | | | | | 98.00% | | | | 63 | | | | | 93.30% | | | | | | 93.60% | | | | | | 93.90% | | | | | | 94.20% | | | | | | 94.50% | | | | | | 94.80% | | | | | | 95.10% | | | | | | 95.40% | | | | | | 95.70% | | | | | | 96.00% | | | | 62 | | | | | 89.95% | | | | | | 90.40% | | | | | | 90.85% | | | | | | 91.30% | | | | | | 91.75% | | | | | | 92.20% | | | | | | 92.65% | | | | | | 93.10% | | | | | | 93.55% | | | | | | 94.00% | | | | 61 | | | | | 86.60% | | | | | | 87.20% | | | | | | 87.80% | | | | | | 88.40% | | | | | | 89.00% | | | | | | 89.60% | | | | | | 90.20% | | | | | | 90.80% | | | | | | 91.40% | | | | | | 92.00% | | | | 60 | | | | | 83.25% | | | | | | 84.00% | | | | | | 84.75% | | | | | | 85.50% | | | | | | 86.25% | | | | | | 87.00% | | | | | | 87.75% | | | | | | 88.50% | | | | | | 89.25% | | | | | | 90.00% | | | | 59 | | | | | 79.90% | | | | | | 80.80% | | | | | | 81.70% | | | | | | 82.60% | | | | | | 83.50% | | | | | | 84.40% | | | | | | 85.30% | | | | | | 86.20% | | | | | | 87.10% | | | | | | 88.00% | | | | 58 | | | | | 76.55% | | | | | | 77.60% | | | | | | 78.65% | | | | | | 79.70% | | | | | | 80.75% | | | | | | 81.80% | | | | | | 82.85% | | | | | | 83.90% | | | | | | 84.95% | | | | | | 86.00% | | | | 57 | | | | | 73.20% | | | | | | 74.40% | | | | | | 75.60% | | | | | | 76.80% | | | | | | 78.00% | | | | | | 79.20% | | | | | | 80.40% | | | | | | 81.60% | | | | | | 82.80% | | | | | | 84.00% | | | | 56 | | | | | 69.85% | | | | | | 71.20% | | | | | | 72.55% | | | | | | 73.90% | | | | | | 75.25% | | | | | | 76.60% | | | | | | 77.95% | | | | | | 79.30% | | | | | | 80.65% | | | | | | 82.00% | | | | 55 | | | | | 66.50% | | | | | | 68.00% | | | | | | 69.50% | | | | | | 71.00% | | | | | | 72.50% | | | | | | 74.00% | | | | | | 75.50% | | | | | | 77.00% | | | | | | 78.50% | | | | | | 80.00% | | |
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.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 66 2/3%2∕3%) joint & survivor annuity.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 66 2/3%2∕3%) 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. 2020 PROXY STATEMENT | | | | | | | 69 | | |
Executive Compensation Tables Defined Benefit Plans Life & period certain annuity.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.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.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 with the exception of Mr. Larsson, are eligible for benefits under our Supplemental Pension Plan. Mr. Larsson will become eligible to participate in the Supplemental Pension Plan on July 1, 2020. 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 January of the year following termination of employment; or |
| · | in ten equal annual installments commencing January of the year following termination of employment, (applicable for benefit accruals from January 1, 2019, forward). |
▪
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 January of the year following termination of employment; or ▪
in ten equal annual installments commencing January of the year following termination of employment, (applicable for benefit accruals from January 1, 2019, forward). Participants may 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 will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under Section 409A will accrue interest during | | | 70 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation Tables Non-Qualified Deferred Compensation the deferral period at the 10-year Treasury bill rate in effect on the first business day of the plan year in which the delayed payment period commences.
Capital Accumulation Program Our capital accumulation program is a non-qualified defined benefit program that was created to retain a select group of senior executives. Under the program, participants are party to individual agreements under which participants who remain in our employ for a period of 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. Messrs.
Mr. Chirico and Duane each are partiesis the only NEO who is party to an agreement with us under the capital accumulation program that provideprogram; it provides for benefitsa benefit of $2,000,000 each.$2,000,000. Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participantMr. Chirico pursuant to Section 409A of the Code. Payments delayed under Section 409A will accrue interest during the deferral period at a rate per annum, equal to the average of the 10-year Treasury bill rate in effect on the first day of each calendar month during the delay period.
Non-Qualified Deferred Compensation Our sole non-qualified deferred compensation plan is our Supplemental Savings Plan. | Name | | Executive
Contributions in Last
Fiscal Year1
($) | | Registrant
Contributions in
Last Fiscal Year1
($) | | Aggregate Earnings
in Last Fiscal Year2
($) | | Aggregate
Withdrawals/
Distributions
($) | | Aggregate
Balance at Last Fiscal Year3
($) | | | Emanuel Chirico | | 365,625 | | 156,375 | | 162,415 | | — | | 7,145,625 | | | Michael A. Shaffer | | 225,521 | | 73,188 | | 50,561 | | — | | 2,295,472 | | | Francis K. Duane | | 387,958 | | 85,000 | | 124,283 | | — | | 5,339,805 | | | Daniel Grieder | | N/A | | N/A | | N/A | | N/A | | N/A | | | Steven B. Shiffman | | 457,228 | | 55,860 | | 74,801 | | — | | 3,249,240 | |
| 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 | | | | | 414,705 | | | | | | 207,352 | | | | | | 196,523 | | | | | | — | | | | | | 7,964,205 | | | | MICHAEL A. SHAFFER | | | | | 202,861 | | | | | | 73,211 | | | | | | 64,250 | | | | | | — | | | | | | 2,635,794 | | | | STEFAN LARSSON | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | CHERYL ABEL-HODGES | | | | | 319,920 | | | | | | 36,339 | | | | | | 17,027 | | | | | | — | | | | | | 1,921,717 | | | | DANIEL GRIEDER | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | STEVEN B. SHIFFMAN | | | | | 239,212 | | | | | | 33,129 | | | | | | 88,416 | | | | | | 711,114 | | | | | | 2,898,883 | | |
1
Amounts are reported in the Summary Compensation Table for 2019. | 1 | Amounts are reported in the Summary Compensation Table for 2018. |
| 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 2017 and 2016. The aggregate of the previously reported amounts is $876,076 for Mr. Chirico; $449,899 for Mr. Shaffer; $429,472 for Mr. Duane; and $824,600 for Mr. Shiffman. |
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 2017. The aggregate of the previously reported amounts is $1,035,900 for Mr. Chirico; $567,584 for Mr. Shaffer; and $1,006,269 for Mr. Shiffman. Supplemental Savings Plan Our Supplemental Savings Plan (“SSP”) is a non-qualified defined contribution plan that was designed to work in conjunction with the AIP (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 25% (75% effective75% (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. Effective January 1, 2019, SSP contributions for the year will not begin until the maximum permitted contributions have been made under the AIP. Eligible pay under our Supplemental Savings Plan includes all categories of pay eligible under the AIP, as well as payouts under our | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 71 | | |
Executive Compensation Tables
Potential Payments Upon Termination and Change in Control Provisions Performance Incentive Bonus Plan. Participants may elect to defer up to 25% (75%75% (25% for bonus based on 2019 fiscal year performance)performance prior to 2019) of bonus compensation into their Supplemental Savings Plan accounts. For the Supplemental Savings Plan, PVH contributes an amount equal to 100% of the first 2% of total compensation contributed by a participant, and an amount equal to 25% of the next 4% of total compensation contributed by the participant. Effective January 1, 2019, the match formula under the SSP was updated to the same formula that applies under the AIP. For the AIP, 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. 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—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 be 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 January of the year following termination of employment; or |
| · | in ten equal annual installments commencing January of the year following termination of employment. |
▪
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 January of the year following termination of employment; or ▪
in ten equal annual installments commencing January of the year following termination of employment. Payments will be delayed if and to the extent that payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed under Section 409A will accrue interest during the deferral period at a rate per annum equal to the 10-year Treasury bill rate in effect on the first day of the plan year in which the deferral begins, or, if the deferral period extends beyond the close of the plan year, the interest rate for the remainder of the deferral period will equal the 10-year Treasury bill rate on the first day of the following plan year. 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 50.57. | | | 72 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Executive Compensation Tables
Potential Payments Upon Termination and Change in Control Provisions The following tables disclose the potential payments upon termination of employment or change in control with respect to each NEO.NEO, other than Mr. Shiffman (since his employment terminated prior to the end of 2019). The assumptions used are set forth below the last table. Emanuel Chirico
| | | Voluntary
Termination at
February 3, 2019 | | Retirement at
February 3, 2019 | | Death at
February 3, 2019 | | Disability at
February 3, 2019 | | Termination Without
Cause or for Good Reason
at February 3, 2019 | | Termination for Cause at
February 3, 2019 | | Termination Without
Cause or for Good Reason
Upon Change in Control
at February 3, 20191 | | | Severance value2 | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 9,000,000 | | | | $ | 0 | | | | $ | 13,500,000 | | | Performance Incentive Bonus Plan3 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Long-Term Incentive Plan4 | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | Value of “in the money” unexercisable stock options5 | | | | 0 | | | | | 0 | | | | | 695,142 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 695,142 | | | Value of unvested restricted stock units6 | | | | 0 | | | | | 0 | | | | | 5,301,071 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 5,301,071 | | | Value of unvested performance share units7 | | | | 0 | | | | | 0 | | | | | 10,199,313 | | | | | 2,944,777 | | | | | 2,944,777 | | | | | 0 | | | | | 10,199,313 | | | Capital accumulation program8 | | | | 1,791,183 | | | | | 1,791,183 | | | | | 2,029,455 | | | | | 1,791,183 | | | | | 1,791,183 | | | | | 0 | | | | | 2,324,742 | | | Welfare benefits value9 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 39,936 | | | | | 0 | | | | | 59,904 | | | Payout adjustment10 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Total | | | $ | 1,791,183 | | | | $ | 1,791,183 | | | | $ | 18,224,981 | | | | $ | 4,735,960 | | | | $ | 13,775,896 | | | | $ | 0 | | | | $ | 32,080,172 | |
Michael A. Shaffer
| | | Voluntary
Termination at
February 3, 2019 | | Retirement at
February 3, 2019 | | Death at
February 3, 2019 | | Disability at
February 3, 2019 | | Termination Without
Cause or for Good Reason
at February 3, 2019 | | Termination
for Cause at
February 3, 2019 | | Termination Without
Cause or for Good Reason
Upon Change in Control
at February 3, 20191 | | | Severance value2 | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 2,775,000 | | | | $ | 0 | | | | $ | 3,700,000 | | | Performance Incentive Bonus Plan3 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Long-Term Incentive Plan4 | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | Value of “in the money” unexercisable stock options5 | | | | 0 | | | | | 0 | | | | | 191,625 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 191,625 | | | Value of unvested restricted stock units6 | | | | 0 | | | | | 0 | | | | | 1,847,071 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 1,847,071 | | | Value of unvested performance share units7 | | | | 0 | | | | | 0 | | | | | 969,396 | | | | | 279,218 | | | | | 279,218 | | | | | 0 | | | | | 969,396 | | | Capital accumulation program8 | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | Welfare benefits value9 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 36,279 | | | | | 0 | | | | | 48,372 | | | Payout adjustment10 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Total | | | $ | 0 | | | | $ | 0 | | | | $ | 3,008,092 | | | | $ | 279,218 | | | | $ | 3,090,497 | | | | $ | 0 | | | | $ | 6,756,464 | |
Emanuel Chirico | | | Voluntary
Termination at
February 2, 2020 | | | Retirement at
February 2, 2020 | | | Death at
February 2, 2020 | | | Disability at
February 2, 2020 | | | Termination
Without Cause
or for Good
Reason at
February 2, 2020 | | | Termination
for Cause at
February 2, 2020 | | | Termination
Without Cause or
for Good Reason
Upon Change in
Control at
February 2, 20201 | | | Severance value2 | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 9,000,000 | | | | | $ | 0 | | | | | $ | 13,500,000 | | | | Performance Incentive Bonus Plan3 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | Long-Term Incentive Plan4 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | Value of “in the money” unexercisable stock options5 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | Value of unvested restricted stock units6 | | | | | 4,279,175 | | | | | | 4,279,175 | | | | | | 4,279,175 | | | | | | 4,279,175 | | | | | | 4,279,175 | | | | | | 0 | | | | | | 4,279,175 | | | Value of unvested performance share units7 | | | | | 0 | | | | | | 0 | | | | | | 6,764,138 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 6,764,138 | | | | Capital accumulation program8 | | | | | 1,963,610 | | | | | | 1,963,610 | | | | | | 2,139,809 | | | | | | 1,963,610 | | | | | | 1,963,610 | | | | | | 0 | | | | | | 2,371,182 | ��� | | | Welfare benefits value9 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 43,234 | | | | | | 0 | | | | | | 64,851 | | | | Payout adjustment10 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | Total | | | | $ | 6,242,785 | | | | | $ | 6,242,785 | | | | | $ | 13,183,122 | | | | | $ | 6,242,785 | | | | | $ | 15,286,019 | | | | | $ | 0 | | | | | $ | 26,979,346 | | |
Michael A. Shaffer | | | Voluntary
Termination at
February 2, 2020 | | | Retirement at
February 2, 2020 | | | Death at
February 2,
2020 | | | Disability at
February 2, 2020 | | | Termination
Without Cause
or for Good
Reason at
February 2, 2020 | | | Termination
for Cause at
February 2, 2020 | | | Termination
Without Cause or
for Good Reason
Upon Change in
Control at
February 2, 20201 | | | Severance value2 | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 2,850,000 | | | | | $ | 0 | | | | | $ | 3,800,000 | | | | 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 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | Value of unvested restricted stock units6 | | | | | 0 | | | | | | 0 | | | | | | 6,336,213 | | | | | | 6,336,213 | | | | | | 0 | | | | | | 0 | | | | | | 6,336,213 | | | Value of unvested performance share units7 | | | | | 0 | | | | | | 0 | | | | | | 726,576 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 726,576 | | | | Capital accumulation program8 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | Welfare benefits value9 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 32,426 | | | | | | 0 | | | | | | 43,234 | | | | Payout adjustment10 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | Total | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 7,062,789 | | | | | $ | 6,336,213 | | | | | $ | 2,882,426 | | | | | $ | 0 | | | | | $ | 10,906,023 | | |
| Stefan Larsson | | | Voluntary
Termination at
February 2, 2020 | | | Retirement at
February 2, 2020 | | | Death at
February 2, 2020 | | | Disability at
February 2, 2020 | | | Termination
Without Cause
or for Good
Reason at
February 2, 2020 | | | Termination
for Cause at
February 2, 2020 | | | Termination
Without Cause or
for Good Reason
Upon Change in
Control at
February 2, 20201 | | | Severance value2 | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 6,000,000 | | | | | $ | 0 | | | | | $ | 6,000,000 | | | | 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 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | Value of unvested restricted stock units6 | | | | | 0 | | | | | | 0 | | | | | | 1,490,607 | | | | | | 1,490,607 | | | | | | 1,490,607 | | | | | | 0 | | | | | | 1,490,607 | | | Value of unvested performance share units7 | | | | | 0 | | | | | | 0 | | | | | | 356,133 | | | | | | 456,422 | | | | | | 456,422 | | | | | | 0 | | | | | | 356,133 | | | | Capital accumulation program8 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | Welfare benefits value9 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 38,206 | | | | | | 0 | | | | | | 38,206 | | | | Payout adjustment10 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | Total | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,846,740 | | | | | $ | 1,947,029 | | | | | $ | 7,985,235 | | | | | $ | 0 | | | | | $ | 7,884,946 | | |
| | 65 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 73 | | |
Francis K. Duane
| | | Voluntary
Termination at
February 3, 2019 | | Retirement at
February 3, 2019 | | Death at
February 3, 2019 | | Disability at
February 3, 2019 | | Termination Without
Cause or for Good Reason
at February 3, 2019 | | Termination
for Cause at
February 3, 2019 | | Termination Without
Cause or for Good Reason
Upon Change in Control
at February 3, 20191 | | Severance value2 | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 4,903,767 | | | | $ | 0 | | | | $ | 4,903,767 | | | Performance Incentive Bonus Plan3 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Long-Term Incentive Plan4 | | 0 | | | | | 0 | | | | | 200,000 | | | | | 200,000 | | | | | 200,000 | | | | | 0 | | | | | 300,000 | | | Value of “in the money” unexercisable stock options5 | | | | 0 | | | | | 0 | | | | | 151,194 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 151,194 | | | Value of unvested restricted stock units6 | | | | 763,386 | | | | | 763,386 | | | | | 3,314,026 | | | | | 0 | | | | | 2,290,159 | | | | | 0 | | | | | 3,314,026 | | | Value of unvested performance share units7 | | | | 0 | | | | | 0 | | | | | 715,106 | | | | | 205,450 | | | | | 205,450 | | | | | 0 | | | | | 715,106 | | | Capital accumulation program8 | | | | 1,689,645 | | | | | 1,689,645 | | | | | 1,902,617 | | | | | 1,689,645 | | | | | 1,689,645 | | | | | 0 | | | | | 2,184,527 | | | Welfare benefits value9 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 50,388 | | | | | 0 | | | | | 50,388 | | | Payout adjustment10 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Total | | | $ | 2,453,031 | | | | $ | 2,453,031 | | | | $ | 6,282,943 | | | | $ | 2,095,095 | | | | $ | 9,339,409 | | | | $ | 0 | | | | $ | 11,619,008 | |
DanielExecutive Compensation Tables
Potential Payments Upon Termination and Change in Control Provisions Cheryl Abel-Hodges | | | Voluntary
Termination at
February 2, 2020 | | | Retirement at
February 2, 2020 | | | Death at
February 2, 2020 | | | Disability at
February 2, 2020 | | | Termination
Without Cause
or for Good
Reason at
February 2, 2020 | | | Termination
for Cause at
February 2, 2020 | | | Termination
Without Cause or
for Good Reason
Upon Change in
Control at
February 2, 20201 | | | Severance value2 | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,750,000 | | | | | $ | 0 | | | | | $ | 3,500,000 | | | | Performance Incentive Bonus Plan3 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | Long-Term Incentive Plan4 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | Value of “in the money” unexercisable stock options5 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | Value of unvested restricted stock units6 | | | | | 0 | | | | | | 0 | | | | | | 694,309 | | | | | | 694,309 | | | | | | 0 | | | | | | 0 | | | | | | 694,309 | | | Value of unvested performance share units7 | | | | | 0 | | | | | | 0 | | | | | | 76,535 | | | | | | 42,125 | | | | | | 42,125 | | | | | | 0 | | | | | | 76,535 | | | | Capital accumulation program8 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | Welfare benefits value9 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 26,183 | | | | | | 0 | | | | | | 52,366 | | | | Payout adjustment10 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | (483,871) | | | | Total | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 770,844 | | | | | $ | 736,434 | | | | | $ | 1,818,308 | | | | | $ | 0 | | | | | $ | 3,839,339 | | |
Daniel Grieder | | | Voluntary
Termination at
February 2, 2020 | | | Retirement at
February 2, 2020 | | | Death at
February 2, 2020 | | | Disability at
February 2, 2020 | | | Termination
Without Cause
or for Good
Reason at
February 2, 2020 | | | Termination
for Cause at
February 2, 2020 | | | Termination
Without Cause or
for Good Reason
Upon Change in
Control at
February 2, 20201 | | | Severance value2,11 | | | | $ | 542,575 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 1,519,211 | | | | | $ | 2,170,301 | | | | | $ | 0 | | | | | $ | 2,170,301 | | | | Performance Incentive Bonus Plan3 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | Long-Term Incentive Plan4 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | Value of “in the money” unexercisable stock options5 | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | Value of unvested restricted stock units6 | | | | | 0 | | | | | | 0 | | | | | | 6,193,603 | | | | | | 6,193,603 | | | | | | 0 | | | | | | 0 | | | | | | 6,193,603 | | | Value of unvested performance share units7 | | | | | 0 | | | | | | 0 | | | | | | 242,253 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 242,253 | | | | 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 | | | | $ | 542,575 | | | | | $ | 0 | | | | | $ | 6,435,856 | | | | | $ | 7,712,814 | | | | | $ | 2,170,301 | | | | | $ | 0 | | | | | $ | 8,606,157 | | |
1
In the event of a change in control with no termination of employment, in which equity awards are not assumed by the acquirer upon the change in control, 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 upon the change in control, 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. For each NEO, other than Mr. Grieder,
| | | Voluntary
Termination at
February 3, 2019 | | Retirement at
February 3, 2019 | | Death at
February 3, 2019 | | Disability at
February 3, 2019 | | Termination Without
Cause or for Good Reason
at February 3, 2019 | | Termination
for Cause at
February 3, 2019 | | Termination Without
Cause or for Good Reason Upon Change in Control
at February 3, 20191 | | Severance value2,11 | | | $ | 503,291 | | | | $ | 0 | | | | $ | 0 | | | | $ | 1,409,214 | | | | $ | 2,013,163 | | | | $ | 0 | | | | $ | 2,013,163 | | | Performance Incentive Bonus Plan3 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Long-Term Incentive Plan4,11 | | | 0 | | | | | 0 | | | | | 1,053,803 | | | | | 1,053,803 | | | | | 1,053,803 | | | | | 0 | | | | | 1,580,704 | | | Value of “in the money” unexercisable stock options5 | | | | 0 | | | | | 0 | | | | | 175,192 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 175,192 | | | Value of unvested restricted stock units6 | | | | 0 | | | | | 0 | | | | | 1,682,735 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 1,682,735 | | | Value of unvested performance share units7 | | | | 0 | | | | | 0 | | | | | 357,567 | | | | | 102,725 | | | | | 102,725 | | | | | 0 | | | | | 357,567 | | | Capital accumulation program8 | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | Welfare benefits value9 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Payout adjustment10 | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | Total | | | $ | 503,291 | | | | $ | 0 | | | | $ | 3,269,297 | | | | $ | 2,565,742 | | | | $ | 3,169,691 | | | | $ | 0 | | | | $ | 5,809,361 | |
for termination without cause or for good reason, severance value is equal to a multiple of the sum of the NEO’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved. For Mr. Grieder, for termination without cause or for good reason, severance value is equal to the greater of (i) his base salary for 12 months and (ii) the statutory severance amount provided under Dutch law. Additionally, for termination without cause or for good reason, Mr. Grieder would receive a pro rata payout of any bonus award granted with respect to the performance cycle during which notice of termination is given, based on the actual performance level achieved for the entire cycle. If Mr. Grieder voluntarily resigns without good reason, he is entitled to receive his base salary for six months. In the event of his disability, Mr. Grieder is entitled to receive 70% of his base salary for a 104-week period. See pages 57-61 for applicable multiples and further detail. For Ms. Abel-Hodges, for termination without cause or for good reason, severance value uses a multiple of one based on her employment agreement in effect as of February 2, 2020, but was changed to two in her updated employment agreement effective February 14, 2020. 3
A participant generally must be employed by PVH on the last day of the applicable performance cycle in order to remain eligible to receive a bonus under our Performance Incentive Bonus Plan. Therefore, if a termination of employment or change in control had occurred on February 2, 2020, each NEO would have been entitled to receive his actual bonus and the termination event or change in control would not have triggered a payment. 4
GRIP awards under our Long-Term Incentive Plan were granted to Ms. Abel-Hodges and Mr. Grieder in 2017. If a termination of employment or change in control had occurred on February 2, 2020, each NEO would have been entitled to receive the full value of his or her actual payout and the termination event or change in control would not have triggered a payment. 5
At January 31, 2020, the last business day of 2019, no unexercisable stock options were “in the money.” 6
Represents the value of unvested restricted stock units as of February 2, 2020, 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 terminates for any reason other than death or for cause, such termination would be treated as his retirement. Therefore, Mr. Chirico’s unvested RSU awards would be subject to accelerated vesting under voluntary termination and termination without cause or for good reason. Mr. Larsson’s RSUs would become fully vested in the event of termination without cause or for good reason. See pages 57-61 for details of the employment | | 66 | 74 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Steven B. Shiffman
| | | Voluntary
Termination at
February 3, 2019 | | Retirement at
February 3, 2019 | | Death at
February 3, 2019 | | Disability at
February 3, 2019 | | Termination Without
Cause or for Good Reason
at February 3, 2019 | | Termination
for Cause at
February 3, 2019 | | Termination Without Cause or for Good Reason
Upon Change in Control at February 3, 20191 | | Severance value2 | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 0 | | | | $ | 3,412,500 | | | | $ | 0 | | | | $ | 3,412,500 | | | Performance Incentive Bonus Plan3 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Long-Term Incentive Plan4 | | | | 0 | | | | | 0 | | | | | 1,000,000 | | | | | 1,000,000 | | | | | 1,000,000 | | | | | 0 | | | | | 1,500,000 | | | Value of “in the money” unexercisable stock options5 | | | | 0 | | | | | 0 | | | | | 149,147 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 149,147 | | | Value of unvested restricted stock units6 | | | | 0 | | | | | 0 | | | | | 1,487,075 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 1,487,075 | | | Value of unvested performance share units7 | | | | 0 | | | | | 0 | | | | | 715,106 | | | | | 205,450 | | | | | 205,450 | | | | | 0 | | | | | 715,106 | | | Capital accumulation program8 | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | | | N/A | | | Welfare benefits value9 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 24,186 | | | | | 0 | | | | | 48,372 | | | Payout adjustment10 | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | | | 0 | | | Total | | | $ | 0 | | | | $ | 0 | | | | $ | 3,351,328 | | | | $ | 1,205,450 | | | | $ | 4,642,136 | | | | $ | 0 | | | | $ | 7,312,200 | |
1 | In the event of a change in control with no termination of employment, the NEO would be entitled to all amounts (if any) set forth in this column, except for the amounts set forth on the rows entitled Severance value and Welfare benefits value. |
2 | Severance is calculated in accordance with the applicable NEO’s employment agreement. For each NEO, other than Mr. Grieder and Mr. Duane, for termination without cause or for good reason, severance value is equal to a multiple of the sum of the NEO’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved. For Mr. Duane, for termination without cause or for good reason, severance value is equal to the sum of (i) his base salary through the end of his employment period; (ii) the bonus that would be payable if target level performance were achieved through the end of his employment period; and (iii) $400,000 in lieu of any annual PSU award that has not yet been made through the end of his employment agreement. For Mr. Grieder, for termination without cause or for good reason, severance value is equal to (i) the greater of his base salary for 12 months and (ii) the statutory severance amount provided under Dutch law. Additionally, for termination without cause or for good reason, Mr. Grieder would receive a pro rata payout of any bonus award granted with respect to the performance cycle during which notice of termination is given, based on the actual performance level achieved for the entire cycle. If Mr. Grieder voluntarily resigns without good reason, he is entitled to receive his base salary for six months.See pages50-53 for applicable multiples and further detail. |
3 | A participant generally must be employed by PVHagreements. The value is equal to the closing price of our common stock on January 31, 2020, the last business day of the applicable performance cycle in order to remain eligible to receive a bonus under our Performance Incentive Bonus Plan. Therefore, if a termination of employment or change in control had occurred on February 3, 2019, each NEO would have been entitled to receive his actual bonus and the termination event or change in control would not have triggered a payment. |
4 | GRIP awards under our Long-Term Incentive Plan were granted to Messrs. Duane, Grieder and Shiffman in 2017. In the event of death or a change in control, the amounts are based on the amounts that would otherwise have been payable if the target level of performance had been achieved. In the event of disability or termination without cause or for good reason, the amounts will be paid based on actual performance. However, as actual performance is not yet known, the amounts are shown at the target level. In the event of death, disability and termination without cause or for good reason, the amounts payable are prorated 67%, representing the portion of the relevant performance cycle actually worked by each NEO as of February 3, 2019. |
5 | Represents the value of unexercisable "in the money" stock options outstanding as of February 3, 2019, the vesting of which would accelerate upon death, a change in control or retirement. The value is equal to the difference between the closing price of our common stock on February 1, 2019, the last business day of 2018, and the per share exercise price of each stock option that would become exercisable, multiplied by the number of shares of our common stock receivable upon exercise. |
6 | Represents the value of unvested restricted stock units as of February 3, 2019, the vesting of which would accelerate upon death, a change in control or retirement other than the RSUs granted to Mr. Duane in 2018. For Mr. Duane’s 2018 RSU award, in the event of voluntary termination or retirement, one-third of the award will vest and, in the event of termination without cause or for good reason, the award will vest in full. The value is equal to the closing price of our common stock on February 1, 2019, the last business day of 2018, 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 February 3, 2019, multiplied by the closing price of our common stock on February 1, 2019, the last business day of 2018. 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 disability or termination without cause or for good reason, the amounts are shown based on actual performance as of February 3, 2019, as the actual performance for the entire performance period was not known as of February 3, 2019. In the event of death, disability, termination without cause or for good reason, and change in control, the amounts payable in respect of the PSU awards granted during 2016, 2017 and 2018 are prorated 92%, 58% and 25%, respectively, representing the portion of the relevant performance cycle actually worked by our NEOs as of February 3, 2019. |
8 | Messrs. Chirico and Duane are our only Named Executive Officers who are parties to agreements with us under our capital accumulation program.See discussion on pages62-63. All benefits, other than the payment to be made in connection with a change in control, are paid monthly over a 10-year period. The payouts shown include, where applicable, the interest that participants receive on the vested portion of their benefit for the period after the date on which they are scheduled to fully vest until payment. For Messrs. Chirico and Duane, interest is assumed to accrue at the average 10-year Treasury bill rate applicable under their agreements. The total value of the 120 payments is discounted to present value using a rate of 4.35%. |
Represents the payout levels (discussed below) of the unvested PSUs as of February 2, 2020, multiplied by the closing price of our common stock on January 31, 2020, the last business day of 2019. 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 disability or termination without cause or for good reason, the amounts are shown based on actual performance as of February 2, 2020, as the actual performance for the entire performance period was not known as of February 2, 2020. 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 2017, 2018 and 2019 are prorated 92%, 58% and 25%, respectively, representing the portion of the relevant performance cycle actually worked by our NEOs as of February 2, 2020. 8
Mr. Chirico is our only Named Executive Officer who is a party to an agreement with us under our capital accumulation program. See discussion on page 71. All benefits, other than the payment to be made in connection with a change in control, are paid monthly over a 10-year period. The payouts shown include the interest that Mr. Chirico would receive on the vested portion of his benefit. Interest began to accrue 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 of the 120 payments is discounted to present value using a rate of 3.15%. The capital accumulation program agreements doagreement does not specifically provide for payment upon retirement or disability. The amounts shown in the retirement and disability columns represent the amounts payable, if any, upon voluntary termination of employment. We do not have any obligation to make payments to Messrs.Mr. Chirico or Duane in the event employment terminates for cause. The amountsamount shown in the Termination Without Cause or for Good Reason Upon Change in Control column representrepresents a lump sum payment for the full benefit for each of Messrs. Chirico and Duane.benefit. Payments will be delayed if and to the extent payment within six months of the termination of employment will result in the imposition of additional taxes on the participant pursuant to Section 409A of the Code. Payments delayed due to the regulations promulgated under Section 409A will accrue interest during the deferral period at a rate equal to the average of the 10-year Treasury bill rates in effect on the first day of each calendar month during the delay period. 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 February 3, 2019. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for Mr. Duane through the end of his contract term. Those benefits would continue for two years for Mr. Chirico, one and one-half years for Mr. Shaffer, and one year for Mr. Shiffman, other than if the termination occurred within two years after a change in control, in which case benefits would continue for three years for Mr. Chirico and two years for Messrs. Shaffer and Shiffman. |
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 as a result of the amount of his termination payments under a change in control, then such termination payments would be reduced as necessary to maximize each NEO’s respective after-tax termination payout. It is projected that none of our NEOs would have been subject to such excise taxes if they had been terminated following a change in control as of February 3, 2019. |
11 | Potential severance and incentive payments upon termination for Mr. Grieder have been translated at the euro-to-U.S. dollar exchange rate of 1.1471, which was the closing rate on February 1, 2019, the last business day of 2018. |
The amounts shown represent the cost of welfare benefits, including medical, dental, life and disability coverage, that our NEOs would have received under their employment agreements if their employment had been terminated without cause or for good reason on February 2, 2020. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for two years for Messrs. Chirico and Larsson, one and one-half years for Mr. Shaffer, and one year for Ms. Abel-Hodges, other than if the termination occurred within two years after a change in control, in which case benefits would continue for three years for Mr. Chirico and two years for Ms. Abel-Hodges and Messrs. Shaffer and Larsson. 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 as a result of the amount of the executive’s termination payments upon a change in control, then such termination payments would be reduced as necessary to maximize each NEO’s respective after-tax termination payout. It is projected that only Ms. Abel-Hodges would have had such payment reduction if a termination upon a change in control had occurred on February 2, 2020. 11
Potential severance and incentive payments upon termination for Mr. Grieder have been translated at the euro-to-U.S. dollar exchange rate of 1.1052, which was the closing rate on February 2, 2020, the last business day of 2019. In connection with his departure from the Company on June 10, 2019, Mr. Shiffman was entitled to receive certain severance payments and benefits pursuant to his employment agreement with the Company, which is described above under the heading “Employment Contracts,” beginning on page 57. Mr. Shiffman was entitled to receive a severance payment equal to two times the sum of his base salary plus his target bonus amount, that was payable in accordance with our payroll schedule in 48 substantially equal installments. He also was entitled to receive, for 12 months following his termination of employment, continued medical, dental, life, and disability insurance coverage for himself (and his family, to the extent participating prior to his termination of employment), subject to cessation if he were to obtain replacement coverage from another employer (although there is no duty to seek employment or mitigate damages). Mr. Shiffman was required to pay the active employee rate, if any, for such coverage. The aggregate value of Mr. Shiffman’s severance payments and benefits was equal to $3,417,720, plus accrued interest of $5,220 on amounts deferred under Code Section 409A. Mr. Shiffman executed a release of claims in our favor in connection with his termination of employment. He remains bound by certain restrictive covenants in favor of PVH, including prohibitions against the use of confidential information and soliciting our associates for employment by themselves or anyone else. We are required to provide the ratio for the annual total compensation paid to Mr. Chirico, our Chief Executive Officer, 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 2017,2018, 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, 20182019 as the determination date for identifying our median associate. As of that date, we had 37,26838,439 associates, with 17,25317,002 associates based in the United States and 20,01521,437 associates located outside of the United States. Of these associates, 9,5829,407 worked in or were assigned to offices, 25,49326,586 worked in retail stores and 2,1932,446 worked in warehousing and distribution facilities. Approximately 44% of our workforce is part-time. Our use of seasonal workers is not significant to our overall | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 75 | | |
population and is largely limited to the Christmas and Lunar (Chinese) New Year selling periods. We do not use a significant number of temporary associates. 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 base pay, overtime, compensation and bonus, as compiled from our payroll records. |
| o | We measured associate earnings using the one-year period ended October 31, 2018. |
| o | Compensation paid in foreign currencies was converted to U.S. dollars using the foreign exchange rate monthly average for October 2018. |
| * | The pay ratio disclosure rules provide ade minimis exemption that allows for the exclusion of non-U.S. associates constituting less than 5% of our total associate population from the calculation. |
| o | Specifically, we excluded all 660 associates in Brazil, 83 associates in Malaysia, 442 associates in Poland, 324 associates in Russia and 295 associates in Turkey who were employed on November 5, 2018. |
| o | After applying this exemption, 17,253 associates in the United States and 18,211 outside of the United States were considered to identify the median associate. |
▪
We identified the median associate by using the actual earnings of our full-time, part-time, seasonal and temporary associates, which consisted of base pay, overtime, compensation and bonus, as compiled from our payroll records. –
We measured associate earnings using the one-year period ended October 31, 2019. –
Compensation paid in foreign currencies was converted to U.S. dollars using the foreign exchange rate monthly average for October 2019. ▪
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 630 associates in Brazil, 18 associates in Ethiopia, 117 associates in Malaysia, 454 associates in Poland, 365 associates in Russia and 328 associates in Turkey who were employed on November 5, 2019. –
After applying this exemption, 17,002 associates in the United States and 19,525 outside of the United States were considered to identify the median associate. We determined that our median associate was a part-time, hourly retail store lead cashiersales associate who works in SuffolkHillsborough County, New York,Florida, United States. The 20182019 annual total compensation for our median associate was $18,089.$19,472. The 20182019 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $17,065,604.$17,464,313. The estimated ratio of our CEO’s annual total compensation to our median associate’s total compensation for fiscal year 20182019 is 943897 to 1. | | 69 | 76 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
PROPOSAL 3: AMENDMENT TO OUR CERTIFICATE OF INCORPORATION3TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT FOR CERTAIN TRANSACTIONS
Approval of Amendments to the Stock Incentive Plan Introduction and Board Recommendation Our Certificate2006 Stock Incentive Plan (which we are renaming as the “Stock Incentive Plan”) was approved initially by stockholders at our 2006 Annual Meeting of Incorporation provides that certain transactions between PVHStockholders, amended by stockholders in 2009, 2012 and a beneficial owner2015, and its material terms were re-approved by stockholders in 2011 (the material terms were also approved as part of more than 5%the 2015 amendments). The Plan permits the grant to our associates, directors, consultants and advisors of (1) nonqualified stock options, (2) incentive stock options, (3) restricted stock, (4) restricted stock units, (5) stock appreciation rights (“SARs”), (6) performance shares and performance share units and (7) other stock-based awards, each of which we refer to as an “award.” The Board of Directors has approved the Plan, upon the recommendation of the Compensation Committee and subject to stockholder approval, which has been amended to, among other things, (i) extend the term of the Plan to April 29, 2030, or such earlier date as may be determined by the Board, (ii) add 3,000,000 additional shares to the pool of shares of our common stock (a “5% Stockholder”) mustavailable for issuance under the Plan, and (iii) add a limit on the number of shares with respect to which awards may be approved by a vote of 80% of our outstanding common stock unless (i) the transaction is approved by the Board of Directors before such person became a 5% Stockholder or (ii) we beneficially own a majority of the outstanding stock entitledgranted to vote in elections of directors of such 5% Stockholder. The transactions covered by the provision are certain business combinations, transfers of our assets and issuances of our securities.The proposed amendment eliminates that provision from our Certificate of Incorporation.
After a review of governance practices and current protections offered by the Delaware General Corporation Law, the Board has determined that eliminating this supermajority voting provision is appropriate for three reasons. First, it is considered by many governance commentators, stockholder rights advocates and stockholders to be a best practice in corporate governance not to have supermajority voting requirements. Second, the provision does not provide a substantive enhancement to our takeover defense profile. Third, we will continue to be subject to, and benefit from, Section 203 of the Delaware General Corporation Law, which provides protections similar to those that the provision provides.
If stockholders approve this proposal, we will file an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware that eliminates the current provisions of Article Sixth of our Certificate of Incorporation, which encompasses the supermajority provision that is the subject of this proposal. The proposed Amended and Restated Certificate of Incorporation is attached asExhibit C to this Proxy Statement.
We decided to create an Amended and Restated Certificate of Incorporation (rather than a simple amendment to our existing Certificate of Incorporation) because there have been many amendments to our Certificate of Incorporation over time, many of which are no longer relevant (such as merger documents and certificates of designation and cancellation of classes of preferred stock) and only serve to make our Certificate of Incorporation a large and unwieldy document. If we create an Amended and Restated Certificate of Incorporation reflecting all amendments, the Certificate will consist of a single document that stockholders can easily read and understand.
The affirmative vote of not less than 80% of our outstanding common stock is required to approve this proposal. As a result, an abstention or failure to vote with regard to this proposal will have the same effect as a vote against it.
The Board of Directors recommends a vote FOR the amendment to our Certificate of Incorporation to eliminate the supermajority voting requirement for certain transactions. any one non-employee director during any 12-month period.
| | | | | | The Board of Directors recommends a vote FOR the amendments to the Stock Incentive Plan. | |
Proxies received in response to this solicitation will be voted FOR this proposal unless otherwise specified in a proxy. Approval of the Plan is needed to meet the stockholder approval requirements for the grant of stock options that qualify as “incentive stock options” under Section 422 of the Code. If the Plan as amended is not approved by stockholders, it will continue as currently in effect until its expiration date on April 29, 2025. As of May 1, 2020, approximately 3,074,416 shares remain available to be awarded under the Plan. We believe that this remaining amount is insufficient to meet our ongoing equity compensation requirements and are seeking a number of shares that, together with the current reserve, we estimate would enable us to continue making grants over the next approximately three years based on the current stock price and expected grant requirements. We believe this would put us in line with market practices for shares reserves. Stockholder approval of the additional shares under the Plan will provide us with flexibility in structuring our executive compensation arrangements going forward. It will enable us to continue to have an appropriate supply of shares for equity incentives to recruit, hire, motivate and retain the talent required to successfully execute our business plans. Information Regarding Burn Rate and Dilution Burn Rate As detailed in the table below, our three-year average burn rate, which we define as the number of shares of our common stock subject to time-based and performance-based equity awards granted in a fiscal year divided by the weighted average shares of our common stock outstanding for that fiscal year, is 0.9%. | Fiscal Year | | | Stock Options
Granted
(A) | | | Total Number of
Time-Based Full Value
Awards (FVA) Granted
(B) | | | Total Number of
Performance-Based
FVA Granted at Target
(C) | | | Weighted-Average Basic
Shares of Common Stock
Outstanding
(D) | | | One-Year Burn Rate
(A+B+C)/(D) | | | 2019 | | | | | 169,600 | | | | | | 611,885 | | | | | | 71,996 | | | | | | 74,188,688 | | | | | | 1.2% | | | | 2018 | | | | | 85,900 | | | | | | 339,194 | | | �� | | | 43,918 | | | | | | 76,520,950 | | | | | | 0.6% | | | | 2017 | | | | | 141,900 | | | | | | 445,334 | | | | | | 72,295 | | | | | | 77,623,621 | | | | | | 0.8% | | | | Three-Year Average Burn Rate | | | | | 0.9% | | |
| | 70 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 77 | | |
PROPOSAL 4:AMENDMENT TO OUR CERTIFICATE OF INCORPORATION3 Approval of Amendments to the Stock Incentive Plan TO ELIMINATE THE SUPERMAJORITY VOTING REQUIREMENT FOR BY-LAW AMENDMENTSOur Certificate
Dilution Dilution is commonly measured by “overhang,” which generally refers to the amount of Incorporation providestotal potential dilution to current stockholders that could result from future issuance of the shares reserved under an equity compensation plan. As of May 1, 2020, there were 2,491,590 shares of our By-Laws may not be adopted, altered, amended, changed or repealed bycommon stock subject to outstanding equity awards under our stockholders, except byStock Incentive Plan, including 1,042,728 shares subject to stock options and 1,448,862 full value awards (i.e., RSUs and PSUs), based on the affirmative votemaximum number of not less than 80%shares potentially payable under outstanding performance share units. The weighted average exercise price of our outstanding stock option awards was $100.47 as of May 1, 2020, and the weighted average remaining term was 6.64 years. An additional 3,074,416 shares of our common stock remained available to be awarded and 71,028,390 shares of common stock were outstanding as of that date. We are requesting an additional 3,000,000 shares of our common stock for issuance under the Stock Incentive Plan. Based on the foregoing, we estimate the total potential dilution level to be 10.76% on a fully diluted basis. Stock Incentive Plan Design Highlights Our Commitment to Compensation Best Practices Our Stock Incentive Plan includes a number of key features described below that are designed to protect our stockholders’ interests and that reflect our commitment to best practices and effective management of equity compensation. ▪
No “evergreen” provision. No automatic increase in the number of shares available for issuance without stockholder approval. ▪
Individual Annual Award Limit. The maximum aggregate number of shares with respect to which awards may be granted in any calendar year to any one participant who is not a non-employee director is 1,000,000 shares. ▪
Director Annual Compensation Limit. The maximum aggregate number of shares with respect to which awards may be granted during any 12-month period to any one non-employee director is limited to a number that, when combined with any cash fees or other compensation paid to such director during such 12-month period, does not exceed $750,000 in total value. ▪
No Discounted Stock Options or Stock Appreciation Rights (SARs). Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date. ▪
No Repricing. Repricing of stock options and SARs (including the reduction in the exercise price of stock options or SARs or the replacement of stock options or SARs with cash or another award) is prohibited without stockholder approval. ▪
No Liberal Share Recycling. Shares tendered in payment of the exercise price of an award, shares withheld by us to satisfy withholding obligations and shares covered by a SAR to the extent that it is exercised (whether or not shares are actually issued upon such exercise), will not be added back to the reserve of shares available for issuance under the Plan. ▪
Minimum Vesting Requirement. Awards will have a minimum period of restriction of three years, which may at the discretion of the Committee lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition (as such terms are defined in the Plan). However, in no event will the vesting of an award occur within one year of the date of grant, except that we will be entitled to votemake grants of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares authorized for issuance under the Plan. ▪
No Single-Trigger Acceleration. The Plan does not provide for automatic acceleration of vesting of equity awards upon a change in control of the Company, unless awards are not assumed or continued in connection with the change in control. ▪
No Dividends on Unvested Awards. The Plan prohibits the current payment of dividends or dividend equivalent rights on unvested awards. ▪
No Automatic Grants. The Plan does not provide for “reload” or other automatic grants to participants. ▪
Awards Subject to Clawback Policy. Awards granted pursuant to the Plan will be subject to mandatory repayment to us to the extent the participant is, or in the electionfuture becomes, subject to (x) our “clawback” (recoupment) policy or (y) any law, rule, requirement or regulation which imposes mandatory recoupment. ▪
No Tax Gross-Ups. The Plan does not provide for any tax gross-ups. The following summary of directors. The abilitycertain features of stockholdersour Stock Incentive Plan, as well as the definitions of each type of award, is qualified in its entirety by reference to amend our By-Laws is separate from the abilityfull text of the Board of Directors to amend our By-Laws,Plan, which does not require stockholder approval.The proposed amendment to our Certificate of Incorporation would reduce the voting requirement for stockholders to amend the By-Laws to a majority vote of our outstanding stock entitled to vote in the election of directors. As noted in the previous proposal, it is considered by many governance commentators, stockholder rights advocates and stockholders to be a best practice in corporate governance not to have supermajority voting requirements. Further, the provision serves no purpose to protect the interests of PVH or our stockholders.
If stockholders approve this proposal, we will file an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware incorporating this amendment, which amends what is currently Article Seventh of our Certificate of Incorporation. We also will amend our By-Laws to conform to this amendment. The proposed Amended and Restated Certificate of Incorporation is attached asExhibit C to this Proxy Statement. The changes to whatExhibit C shows as new Article Sixth are the changes to be made if this proposal is approved.
We decided to create an Amended and Restated Certificate of Incorporation (rather than a simple amendment to our existing Certificate of Incorporation) because there have been many amendments to our Certificate of Incorporation over time, many of which are no longer relevant (such as merger documents and certificates of designation and cancellation of classes of preferred stock) and only serve to make our Certificate of Incorporation a large and unwieldy document. If we create an Amended and Restated Certificate of Incorporation reflecting all amendments, the Certificate will consist of a single document that stockholders can easily read and understand.
The affirmative vote of not less than 80% of our outstanding common stock is required to approve this proposal. As a result, an abstention or failure to vote with regard to this proposal will have the same effect as a vote against it.
C. The Board of Directors recommends a vote FOR the amendment to our Certificate of Incorporation to eliminate the supermajority voting requirement for By-Law amendments.Stock Incentive Plan, as amended. Proxies received in response to this solicitation will be voted FOR this proposal unless otherwise specified in a proxy. | | 71 | 78 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
PROPOSAL 3 Approval of Amendments to the Stock Incentive Plan Nature and Purpose of the Stock Incentive Plan The purposes of our Stock Incentive Plan are to induce certain individuals to remain in the employ of, or to continue to serve as directors, consultants or advisors to, us and our present and future subsidiaries, to attract new individuals to enter into such employment or service, and to encourage such individuals to secure or increase on reasonable terms their stock ownership in us. The Board of Directors believes that the Plan promotes continuity of management and increased incentive and personal interest in our welfare by 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. Eligibility to Receive Awards Our Stock Incentive Plan provides that awards may be granted to our associates, non-employee directors, consultants and advisors, except that incentive stock options may be granted only to associates. The approximate number of persons eligible to participate in our Stock Incentive Plan is 1,500. Duration and Modification Approval of this proposal would extend the term of our Stock Incentive Plan to terminate on April 29, 2030, or such earlier date as may be determined by the Board of Directors. The Board may amend, suspend or terminate the Plan at any time, although stockholder approval is required for any amendment to the extent necessary to comply with the New York Stock Exchange listing standards or applicable law. Administration Our Stock Incentive Plan is administered by the Compensation Committee or such other committee of the Board of Directors that the Board may designate from time to time (referred to in this discussion as the “Committee”). The Committee must consist of two or more members of the Board who are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act. The members of the Committee are appointed annually by the Board. Subject to the provisions of the Plan, the Committee has the authority to (1) select the persons to whom awards are to be granted, (2) determine whether and to what extent awards are to be granted, (3) determine the size and type of awards, (4) approve forms of award agreement for use under our Stock Incentive Plan, which may include provisions stating that employment for a specified period will not be required for vesting of an award upon the occurrence of the death, disability, retirement or qualifying termination of a participant as set forth in an award agreement (or otherwise provided for in a participant’s employment agreement with the Company), (5) determine the terms and conditions applicable to awards, (6) establish performance goals for any performance period and determine whether such goals were satisfied, (7) subject to certain limitations, amend any outstanding award, (8) construe and interpret the Plan and any award agreement and apply its provisions, and (9) subject to certain limitations, take any other actions deemed necessary or advisable for the administration of the Plan. The Committee may delegate its authority, to the extent permitted by applicable law, including its authority to grant awards to participants who are not “insiders” subject to Section 16 of the Exchange Act. All decisions, interpretations and other actions of the Committee are final and binding on all persons, including us, our subsidiaries, associates, directors, consultants, advisors and their estates and beneficiaries. Securities Subject to the Stock Incentive Plan The number of shares of our common stock that currently may be issued under the Plan is 17,436,589, which includes: ▪
the 3,000,000 shares included in the Plan when it was initially approved; ▪
the 4,400,000 shares added to the Plan pursuant to an amendment approved by stockholders in 2009; ▪
the 4,500,000 shares added to the Plan pursuant to an amendment approved by stockholders in 2012; ▪
the 1,442,940 shares added to the Plan in connection with our acquisition of The Warnaco Group, Inc. in 2013; ▪
the 1,093,649 shares now registered under the Plan that became available due to the cancellation, termination or expiration of outstanding stock options under our prior stock plans, as provided by the terms of the Plan; and ▪
the 3,000,000 shares added to the Plan pursuant to an amendment approved by stockholders in 2015. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 79 | | |
PROPOSAL 3 Approval of Amendments to the Stock Incentive Plan Any of the shares available for issuance under the Plan may be used for any type of award under the Plan, and any or all of the shares reserved for issuance under the Plan will be available for issuance pursuant to incentive stock options. This total includes shares that are subject to outstanding awards, are still available to be awarded or have been issued as the result of exercise or vesting of awards. The number of shares does not take into account that for purposes of calculating usage of shares under the Plan, each share underlying a stock option (or SAR) is counted as one share but each share underlying our awards of restricted stock units and performance share units (and restricted stock and other stock-based awards) is counted as two shares. (Prior to April 30, 2009, each share underlying a grant of restricted stock, restricted stock units, performance share units or other stock-based award was counted as three shares.) As of the date of this Proxy Statement, awards representing 14,362,173 shares have been granted under the Plan. This takes into account how we calculate share usage under the Plan. Shares are not considered as having been used (i) if they are deliverable under an award granted that expires or is cancelled, forfeited, settled in cash or otherwise settled without the delivery of shares or (ii) if they are issued pursuant to awards that are assumed, converted or substituted in connection with a merger, acquisition, reorganization or similar transaction. For purposes of determining the number of shares available for grant as incentive stock options, only shares that are subject to an award that expires or is cancelled, forfeited or settled in cash will be treated as not having been issued under the Plan. Furthermore, shares tendered in payment of the exercise price of an award, shares withheld by us to satisfy withholding obligations and shares covered by a SAR to the extent that it is exercised (whether or not shares are actually issued upon such exercise), will not be added back to the reserve of shares available for issuance under the Plan. The shares issued pursuant to awards may be authorized but unissued shares or treasury shares. The market value of a share of our common stock as of April 30, 2020 was $49.23. Individual Limits The maximum aggregate number of shares with respect to which awards may be granted in any calendar year to any one participant who is not a non-employee director is 1,000,000. Director Annual Compensation Limit The maximum aggregate number of shares with respect to which awards may be granted during any 12-month period to any one non-employee director in respect of the director’s service as a member of the Board or a committee of the Board is a number that, when combined with any cash fees or other compensation paid to such director during such 12-month period in respect of the director’s service on the Board or a committee of the Board, cannot exceed $750,000 in total value. The Board may make exceptions to this limit for a director who is serving as the independent presiding director of the Board, provided that the director receiving such additional compensation may not participate in the decision to award such compensation. Stock Options Under the Stock Incentive Plan, the per share exercise price of any stock option cannot be less than the fair market value of our common stock on the grant date, which is (i) the closing sale price of a share on the New York Stock Exchange on the grant date or (ii) if there is no sale of shares on that date, the closing sale price of a share on the last trading date on which sales were reported on the New York Stock Exchange. The per share exercise price of any incentive stock option granted to any participant who owns stock representing more than 10% of the voting power of all classes of stock of the Company cannot be less than 110% of the fair market value of our common stock on the grant date. Each stock option granted under the Stock Incentive Plan will be evidenced by an award agreement (in written or electronic form) that will specify the exercise price, the term of the stock option, the number of shares to which the stock option pertains, and such other terms and conditions as the Committee determines. In no event will a stock option granted under the Plan be exercised more than ten years after the grant date, except that an incentive stock option granted to any one participant who owns stock representing more than 10% of the voting power of all classes of stock of the Company may not be exercised more than five years after the grant date. Optionees will not have any rights to dividend equivalents. An award of stock options will have a minimum period of restriction of three years, which may at the discretion of the Committee lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition (as such terms are defined in our Stock | | | 80 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
PROPOSAL 3 Approval of Amendments to the Stock Incentive Plan Incentive Plan). However, in no event will the vesting of stock options occur within one year of the date of grant, except that we will be entitled to make grants of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of our common stock authorized for issuance under the Plan, including the additional shares subject to this proposal. Payment for shares issued upon exercise of a stock option generally may be made in cash, by delivery of shares of our common stock owned by the optionee, any other method permitted by the Committee, or a combination of any permitted payment method. Stock Appreciation Rights Each SAR grant will be evidenced by an award agreement that will specify the exercise price, the term of the SAR and such other terms and conditions as the Committee determines. The grant price of SARs may not be less than 100% of the fair market value of our Common Stock on the grant date. SARs granted under our Stock Incentive Plan expire as determined by the Committee, but in no event later than 10 years from the grant date. Grantees will not have any rights to dividend equivalents. An award of SARs will have a minimum period of restriction of three years, which may at the discretion of the Committee lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition. However, in no event will the vesting of an award of SARs occur within one year of the date of grant, except that we will be entitled to make grants of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of Common Stock authorized for issuance under the Plan, including the additional shares subject to this proposal. Upon exercise of a SAR, the holder of the SAR will be entitled to receive payment in an amount equal to the product of (i) the difference between the fair market value of our Common Stock on the date of exercise over the grant price and (ii) the number of shares of our Common Stock for which the SAR is exercised. At the discretion of the Committee, payment to the holder of a SAR may be in cash, by delivery of shares of Common Stock owned by the grantee or in some combination thereof. Restricted Stock and Restricted Stock Units Each restricted stock or restricted stock unit grant will be evidenced by an award agreement (in written or electronic form) that will specify the periods of restriction, the number of shares of restricted stock or RSUs granted and such other terms and conditions as the Committee determines. The initial value of an RSU will equal the fair market value of our common stock on the grant date. An award of restricted stock or RSUs will have a minimum period of restriction of three years, which may at the discretion of the Committee lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition. However, in no event will the vesting of restricted stock or RSUs occur within one year of the date of grant, except that we will be entitled to make grants of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of our common stock authorized for issuance under the Plan, including the additional shares subject to this proposal. In the Committee’s discretion, holders of restricted stock may be credited with dividends with respect to all shares held, and holders of restricted stock units may receive dividend equivalents. Dividends credited to holders of restricted stock will be paid to the holders only if and when the underlying shares of restricted stock vest. Dividend equivalents credited to holders of restricted stock units will be paid to the holders only if and when the underlying restricted stock units are settled. Restricted stock units (and any dividend equivalents) may be settled in shares of our common stock, cash or a combination thereof, in the Committee’s discretion. Performance Shares and Performance Share Units Each performance share and performance share unit grant will be evidenced by an award agreement (in written or electronic form) that will specify the applicable performance period and performance measure(s), the number of performance shares or PSUs granted and such other terms and conditions as the Committee determines. The initial value of performance shares and performance share units will equal the fair market value of a share of our common stock on the grant date. An award of performance shares or PSUs will have a minimum period of restriction of three years, which may at the discretion of the Committee lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition. However, | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 81 | | |
PROPOSAL 3 Approval of Amendments to the Stock Incentive Plan in no event will the vesting of performance shares or PSUs occur within one year of the date of grant, except that we will be entitled to make grants of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of our common stock authorized for issuance under the Plan, including the additional shares subject to this proposal. Performance shares and performance share units granted under the Plan may not provide participants with the right to receive dividends or dividend equivalents. Earned performance shares or PSUs may be settled in shares of our common stock, in cash or a combination thereof, in the Committee’s discretion. The Committee may provide that settlement of performance shares or performance share units will be deferred, on a mandatory basis or at the election of the participant. Other Stock-Based Awards The Committee has the right to grant other stock-based awards that may include, without limitation, grants of shares of our common stock based on the attainment of performance goals, payment of shares of our common stock as a bonus in lieu of cash based on performance goals, and the payment of shares of our common stock in lieu of cash under our other incentive or bonus programs. The Committee has the discretion to determine the vesting of any such award, provided that, except upon a termination of employment or a participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition, there will be a minimum vesting period of three years for all awards, which may in the Committee’s discretion lapse on a prorated, graded or cliff basis (as specified in the award agreement). However, in no event will the vesting of a stock-based award occur within one year of the date of grant, except that we will be entitled to make grants of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of our common stock authorized for issuance under the Plan, including the additional shares subject to this proposal. An award with a payment of shares in lieu of cash under any of our other incentive or bonus programs will not be subject to a minimum vesting period. In the Committee’s discretion, holders of other stock-based awards may be credited with dividends or dividend equivalents, which may be settled in shares of our common stock, cash or a combination thereof, in the Committee’s sole discretion. Any dividends or dividend equivalents credited to holders of other stock-based awards will be paid to the holders only if and when the underlying other stock-based awards vest and are settled. Performance-Based Awards The Committee may grant Performance Shares, Performance Share Units, or other performance-based awards. For any such award, the Committee will establish the performance objectives from one or more of the following list of measures or such other performance measures as the Committee may determine: earnings, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings per share, economic value created, market share, net income (before or after taxes), operating income, adjusted net income after capital charge, return on assets, return on capital (based on earnings or cash flow), return on equity, return on investment, revenue, cash flow, operating margin, share price, total stockholder return, total market value, and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration goals, productivity measures, geographic business expansion goals, cost targets, customer satisfaction or employee satisfaction goals, goals relating to merger synergies, management of employment practices and employee benefits, or supervision of litigation or information technology, goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures, and goals relating to environmental, social and governance criteria. The targeted performance with respect to the performance measures may be established at such levels and on such terms as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business segments or functions, and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. Unless otherwise determined by the Committee, measurement of performance goals with respect to the performance measures above will exclude the impact of charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, as well as the cumulative effects of tax or accounting changes, each as determined in accordance with generally accepted accounting principles or identified in our financial statements, notes to the financial statements, management’s discussion and analysis or other filings with the SEC. Clawback/Recoupment Any award granted pursuant to the Plan will be subject to mandatory repayment to PVH by the participant who holds such award (i) to the extent set forth in the Plan or an award agreement or (ii) to the extent the participant is, or in the future becomes, subject to (A) any PVH “clawback” or recoupment policy or (B) any law, rule, requirement or regulation which imposes mandatory recoupment, under circumstances set forth in such law, rule, requirement or regulation. | | | 82 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
PROPOSAL 3 Approval of Amendments to the Stock Incentive Plan Non-Transferability of Awards An award granted under the Stock Incentive Plan generally may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner. Awards can be transferred by will or by the laws of descent or distribution. In addition, an award agreement for an award other than incentive stock options can provide for the award to be transferred for no consideration to a member of the grantee’s immediate family. Adjustments Upon Changes in Capitalization In the event of any equity restructuring (within the meaning of FASB Accounting Standards Certification Topic 718), such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large nonrecurring cash dividend, the Committee must cause an equitable adjustment in the number and kind of shares that may be delivered under our Stock Incentive Plan, the individual award limits, and, with respect to outstanding awards, in the number and kind of shares subject to outstanding awards, the exercise price, grant price or other price of shares subject to outstanding awards, any performance conditions relating to shares, the market price of shares, or per-share results, and other terms and conditions of outstanding awards, to prevent dilution or enlargement of rights. In the event of any other change in corporate capitalization, such as a merger, consolidation, or liquidation, the Committee may, in its sole discretion, cause there to be such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights. In such a case, unless otherwise determined by the Committee, the number of shares subject to any award will always be rounded down to a whole number. Any adjustment made by the Committee is conclusive. Change in Control If outstanding awards are assumed or continued All outstanding stock options and SARs will become immediately exercisable, and any period of restriction or other restrictions imposed on restricted stock, restricted stock units, performance share units or other stock-based awards will lapse, in the event a qualifying termination of the participant’s employment occurs during the two-year period following the change in control. In addition, all incomplete performance periods in respect of awards of performance shares, performance share units and each other performance-based award will end on the date of the change in control and the performance goals applicable to such awards will be deemed satisfied based on the level of performance achieved as of the date of the change in control, if determinable, or at the target level, if not determinable. Notwithstanding the foregoing, if less than 50% of the relevant performance period has elapsed as of the date of the change in control, then the performance goals applicable to such award will be deemed satisfied at the target level. Each performance-based award will thereafter become a time-based award and will vest and become payable to the participant on the earlier to occur of the participant’s qualifying termination during the two-year period following the occurrence of the change in control and the date the award otherwise vests in accordance with the award agreement. If outstanding awards are not assumed or continued In the event of a change in control in which outstanding awards are not assumed or continued: (i)
all outstanding stock options and SARs will be terminated and participants will receive, for each share subject to the stock options or SARs held, cash equal to the excess of the fair market value of our common stock immediately prior to the occurrence of the change in control over the stock option exercise price or the SAR grant price, as applicable; (ii)
all outstanding restricted stock, restricted stock units and other stock-based awards will be terminated and participants will receive, for each share subject to an award, cash equal to the fair market value of our common stock immediately prior to the occurrence of the change in control; and (iii)
all outstanding performance shares, performance share units and other performance-based awards will be terminated and participants will receive, for each share subject to an award, cash equal to the fair market value of our common stock immediately prior to the occurrence of the change in control. Each performance share, performance share unit and other performance-based award will vest on a pro rata monthly basis, including full credit for partial months elapsed, and will be paid based on the level of performance achieved as of the date of the change in control, if determinable, or at the target level, if not determinable. Notwithstanding the foregoing, if less than 50% of the relevant performance period has elapsed as of the date of the change in control, then the performance goals applicable to such award will be deemed satisfied at the target level. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 83 | | |
PROPOSAL 3 Approval of Amendments to the Stock Incentive Plan The Committee has the authority to provide for automatic full vesting and exercisability of awards held by certain participants affected by a subsidiary disposition. With respect to awards (or portions of awards) that are considered deferred compensation under Section 409A of the Code, if an event or condition constituting a change in control does not constitute a “change in the ownership” or a “change in the effective control” of us or a “change in the ownership of a substantial portion of a corporation’s assets” with respect to us (each within the meaning of Section 409A of the Code), the event or condition will continue to constitute a change in control solely with respect to vesting of the award (or portion thereof) or a lapse of any applicable restrictions on the award and not for purposes of determining whether the settlement or payment of the award (or portion thereof) will be accelerated under the Stock Incentive Plan. The prior sentence will not apply to awards (or portions thereof) that qualify as short-term deferrals for purposes of Section 409A of the Code. Federal Tax Aspects The following paragraphs are a summary of the material U.S. Federal income tax consequences associated with awards granted under the Stock Incentive Plan. The summary is based on existing U.S. laws and regulations, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death or the provisions of the income tax laws of any municipality, state or foreign country in which the participant may reside. It is intended that the Plan and any awards granted thereunder will comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code. Incentive Stock Options In general, neither the grant nor the exercise of an incentive stock option will result in taxable income to an optionee or a deduction to us. However, for purposes of the alternative minimum tax, the spread on the exercise of an incentive stock option will be considered as part of the optionee’s income. The sale of shares received pursuant to the exercise of an incentive stock option which satisfies the holding period rules will result in capital gain to an optionee and will not result in a tax deduction to us. To receive incentive stock option treatment as to the shares acquired upon exercise of an incentive stock option, an optionee must neither dispose of such shares within two years after such incentive stock option is granted nor within one year after the exercise of such incentive stock option. In addition, an optionee generally must be our associate, or an associate of one of our subsidiaries at all times between the date of grant and the date three months before exercise of such incentive stock option. If an incentive stock option is exercised more than three months after the termination of an optionee’s employment with us, the stock option will be treated as a nonqualified stock option. If the holding period rules are not satisfied, the portion of any gain recognized on the disposition of the shares of our common stock acquired upon the exercise of an incentive stock option that is equal to the lesser of (a) the fair market value of the shares on the date of exercise minus the option price or (b) the amount realized on the disposition minus the option price, will be treated as ordinary (compensation) income, with any remaining gain being treated as capital gain. We generally will be entitled to a deduction equal to the amount of such ordinary income. If an optionee makes payment of the option price by delivering shares of our common stock, the optionee generally will not recognize any gain as a result of such delivery, but the amount of gain, if any, which is not so recognized will be excluded from the optionee’s basis in the new shares received. However, the use by an optionee of shares previously acquired pursuant to the exercise of an incentive stock option to exercise a stock option will be treated as a taxable disposition if the transferred shares are not held by the optionee for the requisite holding period. Nonqualified Stock Options No income will be recognized by an optionee at the time a nonqualified stock option is granted. Ordinary income will be recognized by an optionee at the time a nonqualified stock option is exercised, and the amount of such income will be equal to the excess of the fair market value on the exercise date of the shares issued to the optionee over the option price. This ordinary (compensation) income will also constitute wages subject to withholding, and we will be required to make whatever arrangements are necessary to ensure that the amount of the tax required to be withheld is available for payment in money. We will generally be entitled to a deduction for Federal income tax purposes at such time and in the same amount that the optionee is required to include in the optionee’s income upon the exercise of a nonqualified stock option. | | | 84 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
PROPOSAL 3 Approval of Amendments to the Stock Incentive Plan If an optionee makes payment of the option price by delivering shares of our common stock, the optionee generally will not recognize any gain as a result of such delivery, but the amount of gain, if any, which is not so recognized, will be excluded from the optionee’s basis in the new shares received. Capital gain or loss on a subsequent sale or other disposition of the shares acquired upon the exercise of a nonqualified stock option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares. The tax basis of the shares acquired upon the exercise of any nonqualified stock option will be equal to the sum of the exercise price of such nonqualified stock option and the amount included in income with respect to such stock option. If an optionee transfers a stock option by gift, the optionee will recognize ordinary income at the time that the transferee exercises the stock option. We will be required to report the ordinary income recognized by the optionee, and to withhold income and employment taxes, and pay our share of employment taxes, with respect to such ordinary income. The optionee may also be subject to federal gift tax on the value of the transferred stock option at the time that the transfer of the stock option is considered completed for gift purposes. The Internal Revenue Service takes the position that the transfer is not complete until the stock option is fully vested. Stock Appreciation Rights No taxable income is recognized when a SAR is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and the fair market value of any shares of our common stock received. Any additional gain or loss recognized upon later disposition of the shares is capital gain or loss, which may be long-term or short-term capital gain or loss depending on the holding period. Restricted Stock, Restricted Stock Units, Performance Shares and Performance Share Units A participant generally will not have taxable income upon grant of restricted stock, restricted stock units, performance shares, or performance share units. Instead, the participant will recognize ordinary income at the time of vesting equal to the fair market value (on the vesting date) of the shares or cash received minus any amount paid. For restricted stock only, a participant instead may elect to be taxed at the time of grant. Other Stock-Based Awards A participant generally will recognize income upon receipt of the shares subject to award (or, if later, at the time of vesting of such shares). Tax Effect for the Company We generally will be entitled to a tax deduction in connection with an award granted under the PVH Corp. Stock Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonqualified stock option). Special rules limit the deductibility of compensation paid to the chief executive officer, to the chief financial officer and to each of the next three most highly compensated executive officers. Under Section 162(m) of the Code, the annual compensation paid to any of these specified executives will be deductible only to the extent that it does not exceed $1,000,000. New Plan Benefits The amounts that may be received under the Stock Incentive Plan in the future are not determinable, as the Stock Incentive Plan, as amended, will not be effective unless and until approved by our stockholders, and such amounts will depend on actions of the Committee, the performance of PVH and the value of our common stock. For details on the equity compensation grants made to our Named Executive Officers under the Stock Incentive Plan in 2019, see “Grants of Plan-Based Awards” on page 56Proposal 5, and for details on the equity compensation grants made to our non-employee directors in 2019, : RATIFICATIONsee “Director Compensation” beginning on page 26. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 85 | | |
Equity Compensation Plan Information The following table provides information as of February 2, 2020 with respect to shares of our common stock that may be issued under the Stock Incentive Plan, our only existing equity compensation plan. The Stock Incentive Plan was approved by our stockholders. | Plan category | | | Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
(a) | | | Weighted average
exercise price of
outstanding options,
warrants and
rights
(b) | | | Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in Column (a))
(c) | | Equity compensation plans
approved by security holders | | | | | 2,261,0641 | | | | | $ | 51.912 | | | | | | 3,887,484 | | | Equity compensation plans not
approved by security holders | | | | | — | | | | | | — | | | | | | — | | | | Total | | | | | 2,261,064 | | | | | $ | 51.91 | | | | | | 3,887,484 | | |
1
Consists of (a) 996,331 shares of common stock underlying restricted stock units, (b) 362,861 shares of common stock underlying performance share units and (c) 901,872 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 $109.25. | | | 86 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Ratification of the
Appointment of Auditor The Board of Directors considers it desirable for our stockholders to pass upon the selection of the independent auditor, although stockholder ratification of the Audit & Risk Management Committee’s selection is not required. If the stockholders disapprove of the selection, the Board will request the Committee to reconsider the selection for the fiscal year ending January 31, 2021,30, 2022, as it would be impracticable to replace our auditors so late into our current fiscal year. The Audit & Risk Management Committee is directly responsible for the appointment, compensation and oversight of the work of the independent auditor pursuant to its charter. The Committee has selected Ernst & Young LLP, independent auditors, as our auditors for the fiscal year ending February 2, 2020.January 31, 2021. Ernst & Young LLP or one of its predecessors has served continuously as our auditors since 1938. The Committee ChairmanChair is actively involved and consults with other members of the Committee regarding the appointment of Ernst & Young LLP’s lead engagement partner. The Committee and the Board believe the continued retention of Ernst & Young LLP to serve as our auditors is in our best interest and the best interests of our stockholders. We expect representatives of Ernst & Young LLP to attend the meeting. Those individuals will have the opportunity to make a statement if they wish and will be available to respond to appropriate questions from stockholders. The Board of Directors recommends a vote FOR the ratification of the appointment of the auditors.
| | | | | | The Board of Directors recommends a vote FOR the ratification of the appointment of the auditors. | |
Proxies received in response to this solicitation will be voted FOR the ratification of the appointment of the auditors unless otherwise specified in a proxy.
The following table sets forth the aggregate fees billed by Ernst & Young LLP, the member firms of Ernst & Young LLP, and their respective affiliates for professional services rendered to us for the audit of our annual financial statements for the fiscal years ended February 3, 2019,2, 2020 and February 4, 2018,3, 2019, 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. | | 2018 | 2017 | | Audit Fees1 | $ [●] | $ | 5,970,000 | | Audit-Related Fees2 | $ [●] | $ | 96,400 | | Tax Fees3 | $ [●] | $ | 2,232,000 | | All Other Fees | $ [●] | $ | – |
| | | | 2019 | | | 2018 | | | Audit Fees1 | | | | $ | 7,007,000 | | | | | $ | 6,340,000 | | | | Audit-Related Fees2 | | | | $ | 148,000 | | | | | $ | 108,000 | | | | Tax Fees3 | | | | $ | 2,982,000 | | | | | $ | 2,260,000 | | | | All Other Fees | | | | $ | — | | | | | $ | — | | |
1
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 $[●]$653,000 in 20182019 and $585,000$545,000 in 2017.2018. 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. The decision to pre-approve any services made by any member to whom authority has been so delegated must be presented to the full Committee at its next meeting. | | 72 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 87 | | |
PVH management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. The independent auditors audit the financial statements and express an opinion on the financial statements based on their audit. The Audit & Risk Management Committee is directly responsible for the appointment, compensation and oversight of the independent auditors, and reviews PVH’s financial reporting process on behalf of the Board of Directors. The Audit & Risk Management Committee, in evaluating and selecting the independent auditors, considers, among other things, external data on the audit quality of the audit firm, including recent Public Company Accounting Oversight Board (“PCAOB”) reports; the audit firm’s industry experience, capabilities, and approach in handling the breadth and complexity of PVH’s global operations; the quality and consistency of the audit firm’s personnel and communication; the appropriateness of the audit firm’s fees; and the independence and objectivity of the audit firm. As part of its oversight of PVH’s financial statements and reporting process, the Committee has met and held discussions with management, internal auditing staff and Ernst & Young LLP, the independent auditors. Management represented to the Committee that the consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States, and the Committee has reviewed and discussed the audited consolidated financial statements with management and the independent auditors. The Committee discussed with the independent auditors matters required to be discussed by PCAOB Auditing Standard No. 1301,Communications with Audit Committees.the applicable requirements of the Public Company Accounting Oversight Board 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 February 3, 2019,2, 2020, as filed with the SEC. The Committee also has recommended stockholder ratification of the selection of the independent auditors. The members of the Committee reviewed and met with management and the independent auditors on a quarterly basis to discuss PVH’s earnings releases and, as applicable, its Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. The Committee also reviews and meets, when needed, in conjunction with earnings guidance issued other than in quarterly earnings releases. Audit & Risk Management CommitteeEdward R. Rosenfeld, ChairJuan R. Figuereo ChairmanV. James MarinoAmy McPhersonEdward R. Rosenfeld
| | 73 | 88 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Equity Compensation Plan Information
The following table provides information as of February 3, 2019, with respect to shares of our common stock that may be issued under our existing equity compensation plan—the 2006 Stock Incentive Plan. This plan was approved by our stockholders; we have no equity compensation plans that were not approved by our stockholders.
| | | 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)) | | Plan category | | (a) | | (b) | | (c) | | | | | | | | | | Equity compensation plans approved by security holders | | 2,026,1401 | | $ | 52.012 | | 5,112,005 | | | | | | | | | | Equity compensation plans not approved by security holders | | | | | | | | | – | | – | | – | | | | | | | | | | | | | | | | | | | Total | | 2,026,140 | | $ | 52.01 | | 5,112,005 |
1 | Consists of (a) 848,224 shares of common stock underlying restricted stock units, (b) 387,229 shares of common stock underlying performance share units and (c) 790,687 shares of common stock underlying stock options. | 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 $107.81. |
Security Ownership of Certain Beneficial Owners and Management 5% stockholdersStockholders 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
245 Summer Street
Boston, MA 02210
| 8,286,655 | [__] | | The Vanguard Group, Inc.2
100 Vanguard Blvd.
Malvern, PA 19355
| 8,075,969 | [__] | | JPMorgan Chase & Co.3
270 Park Avenue
New York, NY 10017
| 6,921,010 | [__] | | BlackRock, Inc.4
55 East 52nd Street
New York, NY 10055
| 5,104,773 | [__] | |
| Name and Address of Beneficial Owner | | | Amount
Beneficially Owned | | | Percent of Class | | FMR LLC1
245 Summer Street
Boston, MA 02210 | | | | | 8,505,374 | | | | | | 12.0 | | | The Vanguard Group, Inc.2
100 Vanguard Blvd.
Malvern, PA 19355 | | | | | 8,192,073 | | | | | | 11.5 | | | BlackRock, Inc.3
55 East 52nd Street
New York, NY 10055 | | | | | 5,290,708 | | | | | | 7.5 | | | Pzena Investment Management, LLC4
320 Park Avenue, 8th Floor
New York, NY 10022 | | | | | 4,977,739 | | | | | | 7.0 | | | Wellington Management Group LLP5
280 Congress Street
Boston, MA 02210 | | | | | 3,803,330 | | | | | | 5.4 | | |
1
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 8,286,6558,505,374 shares of our common stock, including 494,231484,587 shares with respect to which it has sole voting power and as to all 8,286,6558,505,374 of which it has sole dispositive power. Abigail P. Johnson, a Director, the Chairman and the Chief Executive Officer of FMR LLC, has the sole power to dispose of these 8,286,6558,505,374 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'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'shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (the “Fidelity Funds”) advised by Fidelity Management & Research Company (“FMR Co”), a wholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds'Funds’ Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds'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"“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 1940,1940; Fidelity Institutional Asset Management Trust Company, a bank as defined in Section 3(a)(6) of the Exchange Act; Fidelity Investments Money Management, Inc., an investment advisor registered under Section 203 of the Investment Advisers Act of 1940; FMR Co, an investment advisor registered under Section 203 of the Investment Advisers Act of 1940; Fidelity Institutional Asset ManagementPersonal Trust Company, a bankFSB, A savings association as defined in Section 3(a)(6)3(b) of the ExchangeFederal Deposit Insurance Act; FMR CO., INC, an investment adviser registered under Section 203 of the Investment Advisers Act of 1940; and Strategic Advisers, Inc., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. The above ownership does not reflect securities, if any, beneficially owned by certain other companies whose beneficial ownership of securities is disaggregated from that of the FMR Reporters in accordance with SEC Release No. 34-39538 (January 12, 1998). Information (other than percentage ownership) reported on the table and in this footnote is as of JanuaryDecember 31, 2019, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by FMR LLC on February 11, 2019,7, 2020, 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 8,075,9698,192,073 shares of our common stock, including 86,897111,064 shares with respect to which it has sole voting power, 15,73320,607 shares with respect to which it has shared voting power, 7,973,8908,067,750 shares of which it has sole dispositive power and 102,079124,323 shares of which it has shared dispositive power. These amounts include the beneficial ownership by Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, of 62,70583,533 shares as a result of its serving as investment manager of collective trust accounts, and the beneficial ownership by Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard, of 62,62567,210 shares as a result of its serving as investment manager of Australian investment offerings. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2018,2019, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by Vanguard on February 12, 2019,2020, with the SEC. 3JPMorgan Chase & Co., a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 6,921,010 shares of our common stock, including 6,108,823 shares with respect to which it has sole voting power, 6,400 shares with respect to which it has shared voting power, 6,911,973 shares with respect to which it has sole dispositive power and 3,519 shares with respect to which it has shared dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2018, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by JPMorgan Chase & Co. on January 25, 2019, with the SEC.
| | 75 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 89 | | |
4
Security Ownership of Certain Beneficial Owners and Management 3
BlackRock, Inc., a parent holding company or control person in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(G), may be deemed to be the beneficial owner of 5,104,7735,290,708 shares of our common stock, including 4,347,8094,454,614 shares with respect to which it has sole voting power and as to all 5,104,7735,290,708 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; BlackRock (Singapore) Limited; and BlackRock Fund Managers Ltd. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2019, and is based on the Statement of Beneficial Ownership on Schedule 13G/A filed by BlackRock, Inc. on February 5, 2020, with the SEC. 4
Pzena Investment Management, LLC (“Pzena”), an investment adviser in accordance with Exchange Act Rule 13d-1(b)(1)(ii)(E), may be deemed to be the beneficial owner of 4,977,739 shares of our common stock, including 4,517,635 shares with respect to which it has sole voting power and as to all 4,977,739 of which it has sole dispositive power. Information (other than percentage ownership) reported on the table and in this footnote is as of December 31, 2018,2019, and is based on the Statement of Beneficial Ownership on Schedule 13G/A13G filed by BlackRock, Inc.Pzena on February 6, 2019,January 27, 2020, with the SEC. 5
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 3,803,330 shares of our common stock, including 3,465,506 shares with respect to which it has shared voting power and as to all 3,803,330 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 3,700,230 shares of our common stock, including 3,400,992 shares with respect to which it has shared voting power and as to all 3,700,230 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, 2019, and is based on the Statement of Beneficial Ownership on Schedule 13G filed by Wellington Management, Wellington Holdings, Wellington Investment and Wellington Management Company LLP on January 28, 2020, with the SEC | | | 90 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
Security Ownership of Certain Beneficial Owners and Management Directors, nomineesNominees for director,Director, and executive officersExecutive Officers The following table presents certain information with respect to the number of shares of our common stock beneficially owned as of the record date by the following persons: | * | Each of the nominees for director |
| * | Our Named Executive Officers |
| * | Our directors, the nominees for director and our executive officers, as a group |
▪
Each of our directors ▪
Each of the nominees for director ▪
Our Named Executive Officers ▪
Our directors, the nominees for director and our executive officers, as a group Each of the persons named below has sole voting and investment power with respect to the shares listed as owned by him or her except as otherwise indicated below. | Amount
Beneficially
Owned1 | Percent of Class | Mary Baglivo | [●] | * | | Brent Callinicos | [●] | * | | Emanuel Chirico | [●] | * | | Francis K. Duane | [●] | * | | Juan R. Figuereo | [●] | * | | Joseph B. Fuller | [●] | * | | Daniel Grieder | [●] | * | | V. James Marino | [●] | * | | G. Penny McIntyre | [●] | * | | Amy McPherson | [●] | * | | Henry Nasella | [●] | * | | Edward R. Rosenfeld | [●] | * | | Craig Rydin | [●] | * | | Michael A. Shaffer | [●] | * | | Steven B. Shiffman | [●] | * | | Amanda Sourry | [●] | * | | All directors, nominees for director and executive officers as a group (18 people) | [●] | [●] | |
| | | | Amount
Beneficially Owned1 | | | Percent of Class | | | CHERYL ABEL-HODGES | | | | | 2,249 | | | | | | * | | | | MARY BAGLIVO | | | | | 12,613 | | | | | | * | | | | BRENT CALLINICOS | | | | | 7,940 | | | | | | * | | | | EMANUEL CHIRICO | | | | | 741,548 | | | | | | 1.0 | | | | JUAN R. FIGUEREO | | | | | 11,552 | | | | | | * | | | | JOSEPH B. FULLER | | | | | 46,790 | | | | | | * | | | | DANIEL GRIEDER | | | | | 62,478 | | | | | | * | | | | STEFAN LARSSON | | | | | 17,650 | | | | | | * | | | | V. JAMES MARINO | | | | | 23,850 | | | | | | * | | | | G. PENNY MCINTYRE | | | | | 7,776 | | | | | | * | | | | AMY McPHERSON | | | | | 4,083 | | | | | | * | | | | HENRY NASELLA | | | | | 25,050 | | | | | | * | | | | EDWARD R. ROSENFELD | | | | | 8,940 | | | | | | * | | | | CRAIG RYDIN | | | | | 24,900 | | | | | | * | | | | MICHAEL A. SHAFFER | | | | | 79,638 | | | | | | * | | | | STEVEN B. SHIFFMAN | | | | | 61,600 | | | | | | * | | | | AMANDA SOURRY | | | | | 4,083 | | | | | | * | | | | All directors, nominees for director and executive officers as a group (20 people) | | | | | 1,238,149 | | | | | | 1.7 | | |
*
*
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 Associates Investment Plan (AIP). Participants in the AIP who make investments in the PVH Stock Fund may direct the vote of shares of common stock held for their benefit in the trust for the PVH Stock Fund. As of the record date, the following persons have the right to cast votes equal to the following number of shares held in the trust for the PVH Stock Fund (which have been rounded to the nearest full share): Emanuel Chirico, [●] shares; Francis K. Duane, [●]9,650 shares; Michael A. Shaffer, [●] shares; Steven B. Shiffman, [●]6,736 shares; and all of our directors, nominees for director and executive officers as a group, [●]19,035 shares.
The Trustee of the trust for the PVH Stock Fund has the right to vote shares in the trust that are unvoted as of two days prior to the meeting in the same proportion as the vote by all other participants in the AIP who have cast votes with respect to their investment in the Fund. The committee that administers the AIP makes all decisions regarding the disposition of common stock held in the trust for the Fund, other than the limited right of a participant to receive a distribution of shares held for his or her benefit. As such, the committee may be deemed to be a beneficial owner of the common stock held in the trust. Mr. Shaffer and an executive officer who is not an NEO are members of that committee. The figures in the table do not include shares in the trust for the Fund, other than those applicable to Mr. Shaffer’s and the other executive officer’s investment in the Fund, to the extent that, as members of the committee, | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 91 | | |
Security Ownership of Certain Beneficial Owners and Management they may be deemed to have beneficial ownership of the shares held in the trust. There were [●]423,194 shares of common stock ([●]%(0.6% of the outstanding shares) held in the trust as of the record date. The table also includes the following shares which each of the individuals and the group listed on the table have the right to acquire within 60 days of the record date upon the exercise of stock options granted to them: Cheryl Abel-Hodges, 950 shares; Emanuel Chirico, [●] shares; Francis K. Duane, [●]348,875 shares; Daniel Grieder, [●]38,371 shares; Stefan Larsson, 13,375 shares; Michael A. Shaffer, [●]41,000 shares; Steven B. Shiffman, [●]61,600 shares; and all of our directors, nominees for director and executive officers as a group, [●]568,321 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, [●]1,770 shares; Brent Callinicos, [●]1,770 shares; Emanuel Chirico, 4,474 shares; Juan R. Figuereo, 1,770 shares; Daniel Grieder, 5,700 shares; Stefan Larsson, 4,275 shares; V. James Marino, [●]1,770 shares; Amy McPherson, [●]1,770 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, [●]30,769 shares. The table also includes the following shares of common stock that are subject to time-vested restricted stock unit awards made to directors with respect to which the named directors have deferred vesting and receipt, principally until the date on which the director separates from service as a director (but in some cases to a date not within 60 days of the record date): Juan R. Figuereo, [●]5,006 shares; Joseph B. Fuller, [●]23,850 shares; G. Penny McIntyre, [●]6,776 shares; Henry Nasella, [●]23,850 shares; Edward R. Rosenfeld, [●]7,940 shares; Craig Rydin, [●]13,798 shares; and all of our directors, nominees for director and executive officers as a group, [●]81,220 shares. The table does not include the following shares of common stock received after the record date as payouts of performance share unit awards for the three-year performance cycle ending on April 25, 2019 (see pages [●]): Emanuel Chirico, [●] shares; Francis K. Duane, [●] shares; Michael A. Shaffer, [●] shares; Steven B. Shiffman, [●] shares; and all of our directors, nominees for director and executive officers as a group, [●] shares.
Delinquent Section 16(a) Reports
Based upon our review of the filings furnished to us pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934, and on representations from our officers and directors, all filing requirements under Section 16(a) were complied with during the fiscal year ended February 3, 2019, except for the Form 4 Statements of Changes In Beneficial Ownership that were filed in connection with the annual RSU grant to each of our independent directors (Messes. Baglivo, McIntyre, McPherson and Sourry and Messrs. Callinicos, Figuereo, Fuller, Marino, Nasella, Rosenfeld and Rydin), These Forms 4 were filed one day late for everyone other than Ms. Sourry and Messrs. Rosenfeld and Rydin, whose Forms 4 were two days late. In all cases the late filings were due to an administrative error.
| | 77 | 92 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
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 20, 2019,18, 2020, and at any adjournmentsadjournment or postponement thereof. Our principal executive offices are located at 200 Madison Avenue, New York, New York 10016-3903. The approximate date on which “Green” Initiative Pursuant to the rules of the SEC, we are furnishing this Proxy Statement and the enclosed proxy card were first sent or given to stockholders was May 7, 2019.“Green” Initiative
Copies of our Annual Report on Form 10-K for our fiscal year ended February 3, 2019,2, 2020, excluding the exhibits are being mailed(which refer to as the “proxy materials”) to our stockholders together with this Proxy Statement. If you receive more than one annual report atusing the same address (perhaps because you share that address with another stockholder), you can opt to save us“Notice and Access” method via the costInternet instead of mailing duplicates. To do that, please send your written request, with account information,printed copies. This process allows us to expedite our stockholders’ receipt of proxy materials, lower the Secretarycosts of PVH atprinting and mailing the address shown above.
You can help us extend “green” practices even further. Instead of receiving paper copiesproxy materials, and reduce the environmental impact of our Annual ReportsMeeting. Accordingly, on or around May 7, 2020, we began sending to Stockholders and proxy statements by mail inour stockholders a Notice Regarding the future, stockholdersAvailability of record and most beneficial owners can elect toProxy Materials (“Notice”). If you received a Notice, you will not receive an e-mail that will provide electronic links to these documents. Opting to receive youra printed copy of the proxy materials online will help us reduce our environmental impact because we can printunless you request one. The Notice provides instructions on how to access the proxy materials for the Annual Meeting via the Internet, how to request a printed set of proxy materials, and mail fewer copieshow to vote your shares.
If you have received a printed copy of these materials. In addition, you will get your documents faster, and PVH will save on printing and mailing costs.You maythe Notice but would like to enroll in our electronic proxy delivery service, you may do so at any time by going to www.proxyconsent.com/pvh and following the enrollment instructions. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information in the proxy materials provided to you by your bank or broker.
If you receive more than one copy of the Notice at the same address (perhaps because you share that address with another stockholder), you can opt to save us the cost of mailing duplicates (“householding”). To do that, or if you no longer wish to participate in householding and would prefer to receive a separate Notice or proxy materials, please send your written request, with account information, to the Secretary of PVH at the address shown above. Common stockholders of record at the close of business on April 23, 2019,22, 2020, the record date for the meeting, will be entitled to one vote for each share of our common stock then held. As of the record date, there were [●]70,937,099 shares of common stock outstanding. Who Can Attend Attendance at the meeting will be limited to holders of record as of the record date of our common stock or their proxies, beneficial owners and invited guests of PVH. How to Attend As a result of the COVID-19 pandemic and with concern for the health and safety of our stockholders, directors and associates, even if gatherings the size of the Annual Meeting would be permissible on the meeting date, our Annual Meeting will be a “virtual meeting”; it will be conducted exclusively online via live webcast. We intend to return to in-person meetings in 2021. The Annual Meeting live webcast will begin promptly at 8:45 a.m., ET, on June 18, 2020. Online check-in will begin promptly at 8:30 a.m., ET, and you should allow ample time for the online check-in procedures. To access the meeting go to https://web.lumiagm.com/222385086, select “I have a control number,” enter your control number, and then enter the case sensitive meeting code: PVHCORP2020. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of quorum at the meeting. You will be able during the virtual meeting to vote your shares electronically, submit questions and view the list of stockholders entitled to vote at the meeting by following the directions below. Stockholders of Record: Holders of record can participate in the virtual meeting by using the control number located in the Notice or on the proxy card. Beneficial Owners: If you hold shares in a bank or brokerage account, you must contact your bank or broker and request a legal proxy, which is evidence of your ownership, and a control number to attend the meeting. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 93 | | |
General Information About the Annual Meeting Technical Assistance To ensure in advance your ability to access the meeting and if you experience technical difficulties during the check-in process or during the meeting, technical support will be available beginning at 9:00 a.m. CT on May 14, 2020 through the conclusion of the meeting by contacting EQ Shareowner Services at 1-800-469-9716. By Internet and telephone: You may vote your proxy on the Internet at www.proxypush.com/PVH. To vote by casting ballots (in persontelephone in the U.S. or Canada, dial toll-free 1-866-883-3382. If you hold your shares in a bank or brokerage account, you will receive instructions on how you may vote from your bank or broker. By written proxy: Mark, sign and date your proxy card and return it in the postage-page envelope provided. If you received a Notice or the proxy materials electronically, you may request a proxy card by proxy), which arefollowing the instructions on the Notice. If you hold your shares in a bank or brokerage account, you will receive instructions on how you may vote from your bank or broker. At the virtual meeting: You may vote electronically during the meeting by following the instructions at https://web.lumiagm.com/222385086. Ballots will be tabulated by the inspectorInspector of election.Election. The shares represented by the proxies solicited by the Board of Directors will be voted in accordance with the directions given therein unless revoked. If we receive a valid signedsubmitted proxy card or an electronic ballot without voting instructions, we will vote the shares represented by that proxy FOR each of the director nominees in Proposal 1, and FOR Proposals 2 through 54 described in this Proxy Statement. If we receive a valid submitted proxy card or an electronic ballot without voting instructions on a particular proposal, we will vote the shares represented FOR each of the named nominees or FOR the proposal, as applicable. If you are a stockholder of record, you canmay revoke your proxy at any timeor change your vote before the meeting by sending a written revocation to the Secretary of PVH, by granting a new proxy bearing a later date (which automatically revokes the earlier proxy) whether made via the Internet, by telephone or by mail. You may change your vote by voting online during the meeting (until the polls close) but you may not revoke a previously submitted proxy. If you intend to revoke your proxy by providing written notice to the Secretary, of PVH at the address shown above, by revoking your proxy in person at the meeting, or by presentingwe advise that you also send a later-dated proxy.copy via email to CorporateSecretary@pvh.com. Beneficial owners of our common stock should contact their bank, brokerage firm or other custodian, nominee, or fiduciary if they wish to revoke their proxy. Shares represented by proxies will be voted at the meeting unless revoked. Stockholder List A complete list of stockholders entitled to vote at the meeting will be open to the examination of any stockholder as of our record date for a period of ten days prior to the meeting for a purpose germane to the meeting by sending an email to CorporateSecretary@pvh.com, stating the purpose of the request and providing proof of ownership of our common stock. Our corporate offices are closed as of the date of this Proxy Statement due to the COVID-19 pandemic. Stockholders can send a written request to the corporate secretary (CorporateSecretary@pvh.com) to arrange a way to inspect the list of stockholders eligible to vote at the meeting if our corporate offices remain closed for the ten days prior to the meeting. The list of stockholders will also be available during the meeting by following the instructions provided at https://web.lumiagm.com/222385086. How to Submit Questions Prior to the meeting, stockholders as of our record date may submit written questions via email to CorporateSecretary@pvh.com. During the meeting, stockholders may submit questions by following the instructions provided at https://web.lumiagm.com/222385086. We will try to answer as many questions as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters, are otherwise inappropriate, or fail to comply with the meeting rules of conduct. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Abstentions and Broker Non-Votes Abstentions and broker non-votes will be included in the determination of the number of shares present at the meeting for quorum purposes. Abstentions will have the same effect as negative votes for Proposals 2 through 5.4. Abstentions will have no effect on the election of directors. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Banks, brokers and other nominees have discretionary voting power only with respect to the ratification of the appointment of our auditor. Broker non-votes are not counted in the tabulations of the votes cast on any other proposalall proposals except Proposal 4 because they are not considered to be entitled to vote.vote on those proposals. We encourage all beneficial owners to vote their shares because banks, brokers and other nominees cannot vote without instructions. | | | 94 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
General Information About the Annual Meeting Required Vote for Each Proposal Required Vote for Each Proposal The table below shows the voting requirement for each proposal to be presented at the Annual Meeting. | Matter | | | Required Vote | | | Broker Discretionary
Vote Allowed | | | Election of directors | | | Majority of votes cast | | | No | | | Advisory vote on executive compensation | | | Majority of shares present and entitled to vote on this matter | | | No | | Approval of an amendmentamendments to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to approve certain transactions with certain stockholdersStock
Incentive Plan | 80% | | Majority of shares eligiblepresent and entitled to vote on this matter | | | No | Approval of an amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend our By-Laws | 80% of shares eligible to vote | No | Ratification of Ernst & Young LLP as our independent auditor for fiscal year 20192020 | | | Majority of shares present and entitled to vote on this matter | | | Yes | |
Other Matters Presented at the Annual Meeting In accordance with the requirements of advance notice described in our By-Laws, no stockholder nominations or stockholder proposals other than those included in this Proxy Statement will be presented at the Annual Meeting. The Board of Directors does not intend to present, and does not have any reason to believe that others intend to present any matter of business at the meeting other than those described in this Proxy Statement. However, if other matters properly come before the meeting, the individuals named in the enclosed form of proxy will vote any proxies in accordance with their judgment. Stockholder Proposals for the 20202021 Annual Meeting
Proposals Pursuant to Rule 14a-8 If you wish to present a proposal at our 20202021 Annual Meeting of Stockholders and want that proposal included in our Proxy Statement, we must receive the requisite information on or before January 8, 2020.7, 2021. Director Nominations for Inclusion in 20202021 Proxy Statement If you wish to nominate a person for election as a director at our 20202021 Annual Meeting of Stockholders and want the nominee included in our Proxy Statement pursuant to the proxy access provisions of our By-Laws, we must receive notice between December 9, 2019,8, 2020, and January 8, 2020.7, 2021. The notice must contain the information required by our By-Laws. Other Stockholder Proposals If you intend to present a proposal or nominate a person for election as a director at our 20202021 Annual Meeting of Stockholders other than as described above, you must comply with the requirements set forth in our By-Laws. Our By-Laws require, among other things, that we receive written notice of the intent to present a proposal or nomination between the close of business on February 21, 2020,18, 2021, and the close of business on March 22, 2020.20, 2021. The notice must contain the information required by our By-Laws. Notice of the above matters should be directed to the Secretary of PVH at the address set forth above.at the top of this section. Costs of this Proxy Solicitation We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this Proxy Statement and other material that may be sent to stockholders in connection herewith. Solicitation may be made by mail, telephone, telegraph or personal interview. We may reimburse persons holding shares in their names or in the names of nominees for their expense in sending proxies and proxy materials to their principals. In addition, Georgeson Inc.,Equiniti (US) Services LLC, which is retained by us on an annual basis, will aid in the solicitation of proxies for a fee of $7,500$7,000 plus expenses. | By order of the Board of Directors, | | | |  | | | | Mark D. Fischer | | Interests of Certain Persons in Matters to be Acted Upon No Director or executive officer of the Company who has served at any time since the beginning of the 2019 fiscal year, and no nominee for election as a director of the Company, or any of their respective associates, has any substantial interest, direct or indirect, in any matter to be acted upon at the Annual Meeting other than (i) the interests held by such persons through their respective beneficial ownership of the shares of the Company’s capital stock set forth below in the section entitled “Security Ownership of Certain Beneficial Owners and Management,” and (ii) Proposal 3 – Approval of Amendments to the Company’s Stock Incentive Plan. Mark D. Fischer
Secretary Secretary
|
New York, New York
May 7, 2019
2020 | | 80 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | 95 | | |
EXHIBITGAAP TO NON-GAAP RECONCILIATIONSto Non-GAAP Reconciliations (Dollars and Shares in Millions, Except Per Share Data) | | 2018 | | | | | | | | | | | | Foreign | | | | | | | | | | | | | | Exchange | | Constant | | | | GAAP | | | Adjustments(1) | | | Non-GAAP | | Impact | | Currency | | Revenue - Consolidated | $ | 9,657 | | | | | | | | 60 | $ | 9,597 | | Tommy Hilfiger | | 4,345 | | | | | | | | 50 | | 4,295 | | Calvin Klein | | 3,731 | | | | | | | | 11 | | 3,720 | | Heritage Brands | | 1,581 | | | | | | | | (1) | | 1,582 | | | | | | | | | | | | | | | | Earnings Before Interest and Taxes | $ | 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 | | | | |
| | | | 2019 | | | | | | GAAP | | | Adjustments1 | | | Non-GAAP | | | Foreign
Exchange
Impact | | | Constant
Currency | | | Revenue — Consolidated | | | | $ | 9,909 | | | | | | | | | | | | | | | | | | (215) | | | | | $ | 10,124 | | | | Tommy Hilfiger | | | | | 4,712 | | | | | | | | | | | | | | | | | | (128) | | | | | | 4,840 | | | | Calvin Klein | | | | | 3,668 | | | | | | | | | | | | | | | | | | (84) | | | | | | 3,752 | | | | Heritage Brands | | | | | 1,529 | | | | | | | | | | | | | | | | | | (3) | | | | | | 1,532 | | | | 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 | 2019 Initial Guidance (issued in March 2019) | | Net Income per Common Share - 2018— 2019 Initial Guidance (issued in March 2019) | | | GAAP | | | AdjustmentsAdjustments(2)2 | | | Non-GAAP | | | | | | | | | | | Diluted Net Income per Common Share Attributable to PVH Corp. | | $8.76 - $8.86 | | $ | (0.24)8.90 – $9.00 | | | | | $9.00 - $9.10 | (1.40) | | | | | $ | 10.30 – $10.40 | | |
| | 2017 | | | | | | | GAAP | | | Adjustments(3) | | | Non-GAAP | | Revenue - Consolidated | $ | 8,915 | | | | | | | | Tommy Hilfiger | | 3, 893 | | | | | | | | Calvin Klein | | 3, 462 | | | | | | | | Heritage Brands | | 1,560 | | | | | | | | | | | | | | | | | | Earnings Before Interest and Taxes | $ | 632 | | $ | (232) | | $ | 864 | | | | | | | | | | | | Net Income per Common Share Calculation | | | | | | | | | | Net Income Attributable to PVH Corp. | $ | 538 | | $ | (86) | | $ | 624 | | Total Shares for Diluted Net Income per Common Share | | 79 | | | | | | 79 | | Diluted Net Income per Common Share Attributable to PVH Corp. | $ | 6.84 | | | | | $ | 7.94 |
| | 2016 | | | | GAAP | | | Adjustments(4) | | | Non-GAAP | | | | | | | | | | | | Earnings Before Interest and Taxes | $ | 789 | | $ | (5) | | $ | 794 | | | | | | | | | | | | Net Income per Common Share Calculation | | | | | | | | | | Net Income Attributable to PVH Corp. | $ | 549 | | $ | (1) | | $ | 550 | | Total Shares for Diluted Net Income per Common Share | | 81 | | | | | | 81 | | Diluted Net Income per Common Share Attributable to PVH Corp. | $ | 6.79 | | | | | $ | 6.80 | | | | | | | | | | |
| | | | 2018 | | | | | | GAAP | | | Adjustments3 | | | Non-GAAP | | | Revenue — Consolidated | | | | $ | 9,657 | | | | | | | | | | | | | | | | Tommy Hilfiger | | | | | 4,345 | | | | | | | | | | | | | | | | Calvin Klein | | | | | 3,731 | | | | | | | | | | | | | | | | 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 | | |
| | | | 2017 | | | | | | GAAP | | | Adjustments4 | | | Non-GAAP | | | Revenue — Consolidated | | | | $ | 8,915 | | | | | | | | | | | | | | | | Tommy Hilfiger | | | | | 3,893 | | | | | | | | | | | | | | | | Calvin Klein | | | | | 3,462 | | | | | | | | | | | | | | | | Heritage Brands | | | | | 1,560 | | | | | | | | | | | | | | | | Earnings Before Interest and Taxes | | | | $ | 632 | | | | | $ | (232) | | | | | $ | 864 | | | | Net Income per Common Share Calculation | | | | | | | | | | | | | | | | | | | | | Net Income Attributable to PVH Corp. | | | | $ | 538 | | | | | $ | (86) | | | | | $ | 624 | | | | Total Shares for Diluted Net Income per Common Share | | | | | 79 | | | | | | | | | | | | 79 | | | | Diluted Net Income per Common Share Attributable to PVH Corp. | | | | $ | 6.84 | | | | | | | | | | | $ | 7.94 | | |
1
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 | | | A-1 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
(the “TH U.S. store closures”); (iii) the costs incurred in connection with the refinancing of our senior credit facilities; (iv) the costs incurred related to the acquisition of the approximately 78% interest in Gazal Corporation Limited (“Gazal”) that we did not already own (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 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, which began operations in December 2019, and to bring in-house the international Calvin Klein socks and hosiery wholesale businesses; (viii) the expense resulting from the remeasurement of our mandatorily redeemable non-controlling interest recognized in connection with the Australia acquisition; (ix) the noncash loss related to the pending sale of the Speedo North America business (the “Speedo transaction”) and the expected deconsolidation of the net assets of the business; (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. 2
Adjustments for our 2019 initial guidance (issued in March 2019) represent the elimination of (i) the costs that were expected to be incurred related to the Calvin Klein restructuring; (ii) the costs that were expected to be incurred in connection with the TH U.S. store closures; (iii) the net gain that was expected to be recorded in connection with the pending Australia and TH CSAP acquisitions, consisting of a noncash gain to write up our equity investments in Gazal and PVH Australia to fair value in connection with the Australia acquisition, partially offset by costs related to both pending acquisitions, primarily consisting of noncash valuation adjustments and amortization of short-lived assets; and (iv) the resulting estimated tax effects associated with the foregoing pre-tax items. 3
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"China”), our former joint venture for TOMMYHILFIGERTOMMY HILFIGER in China, that we did not already own (the "TH“TH China acquisition"acquisition”), consisting of noncash amortization of short-lived assets; (ii) the costs related to the restructuring associated with the strategic changes for the Calvin Klein business announced in January 2019 (the "Calvin Klein restructuring"), primarily consisting of severance, noncash asset impairments, contract termination and other costs, and inventory markdowns;restructuring; (iii) the recognized actuarial loss on retirement plans; (iv) the tax effects associated with the foregoing pre-tax items; (v) the discrete net tax benefit recorded in connection with the U.S. Tax Cuts and Jobs Act of 2017 ("(“U.S. Tax Legislation"Legislation”); and (vi) the discrete tax benefit related to the remeasurement of certain net deferred tax liabilities in connection with the enactment of legislation in the Netherlands, which became effective on January 1, 2019.
(2) Adjustments for our 2018 initial guidance represent the elimination of the costs that were expected to be incurred in connection with the TH China acquisition, consisting of noncash amortization of short-lived assets, and the resulting estimated tax effect.
(3) Netherlands.
4
Adjustments for 2017 represent the elimination of (i) the costs incurred related to the TH China acquisition, primarily consisting of noncash amortization of short-lived assets; (ii) the costs in connection with agreements to restructure our supply chain relationship with Li & Fung Trading Limited ("(“Li & Fung"Fung”), under which we terminated our non-exclusive buying agency agreement with Li & Fung in 2017 (the "Li“Li & Fung termination"termination”); (iii) the costs in connection with the relocation of the Tommy Hilfiger office in New York, including noncash depreciation expense; (iv) the costs in connection with the noncash settlement of certain of our benefit obligations related to our retirement plans as a result of an annuity purchased for certain participants, under which such obligations were transferred to an insurer; (v) the net costs in connection with the consolidation within our warehouse and distribution network in North America, which included a gain recorded on the sale of a warehouse and distribution center; (vi) the costs in connection with an amendment to Mr. Tommy Hilfiger'sHilfiger’s employment agreement pursuant to which we made a cash buyout of a portion of the future payment obligation;payments to Mr. Hilfiger (the “Mr. Hilfiger amendment”); (vii) the costs in connection with the early redemption of our $700 million 4 1/2% senior notes; (viii) the costs incurred in connection with the issuance of our €600 million 3 1/8% senior notes; (ix) the recognized actuarial loss on retirement plans; (x) the tax effects associated with the foregoing pre-tax items; (xi) the discrete tax benefits related to the resolution of uncertain tax positions; (xii) the discrete net tax benefit recorded in connection with the U.S. Tax Legislation; and (xiii) the discrete tax benefit related to an excess tax benefit from the exercise of stock options by our Chairman and Chief Executive Officer. (4) Adjustments for 2016 represent the elimination of (i) the costs in connection with our integration of The Warnaco Group, Inc. ("Warnaco") and the related restructuring; (ii) the costs in connection with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business; (iii) the costs in connection with the licensing to G-III Apparel Group, Ltd. of the Tommy Hilfiger womenswear wholesale business in the U.S. and Canada (the "G-III license"), which resulted in the discontinuation of our directly operated Tommy Hilfiger North America womenswear wholesale business in 2016; (iv) the costs in connection with the restructuring associated with the global creative strategy forCALVIN KLEIN; (v) the noncash gain recorded to write-up our equity investment in TH China to fair value in connection with the TH China acquisition; (vi) the one-time costs recorded on our equity investment in TH China prior to the TH China acquisition closing; (vii) the costs in connection with the TH China acquisition, primarily consisting of noncash valuation adjustments and amortization of short-lived assets; (viii) the costs in connection with the amendment of our credit facility; (ix) the noncash loss recorded in connection with the deconsolidation of our subsidiary that principally operated and managed our Calvin Klein business in Mexico in connection with the formation of a joint venture in Mexico ("PVH Mexico") to operate that and other businesses (the "Mexico deconsolidation"); (x) the gain recorded in connection with a payment made to us to exit aTOMMY HILFIGERflagship store in Europe; (xi) the costs in connection with the early termination of the license agreement for the Tommy Hilfiger men's tailored clothing business in North America in order to consolidate under a different licensee the men's tailored businesses for all brands in North America (the "TH men's tailored license termination"); (xii) the recognized actuarial gain on retirement plans; (xiii) the tax effects associated with the foregoing pre-tax items; and (xiv) the discrete tax benefits related to the resolution of uncertain tax positions.
| | A-1 | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | A-2 | | |
Reconciliations of GAAP Earnings Before Interest and Taxes to Non-GAAP EarningsBefore Interest and Taxes on a Non-GAAP Basis (Dollars in Millions) | | | 2018 | | | 2017 | | | 2016 | | Earnings before interest and taxes | $ | 892 | | $ | 632 | | $ | 789 | | % change over prior year | | 41% | | | -20% | | | | | Items excluded: | | | | | | | | | | Gross profit charges associated with the Calvin Klein restructuring (inventory markdowns) | | 2 | | | | | | | | Gross profit charges associated with the TH China acquisition (short-lived noncash inventory valuation adjustments) | | | | | | | | 7 | | SG&A expenses associated with the Mr. Hilfiger amendment | | | | | 83 | | | | | SG&A expenses associated with the Li & Fung termination | | | | | 54 | | | | | SG&A expenses associated with the Calvin Klein restructuring | | 39 | | | | | | | | SG&A expenses associated with the TH China acquisition (primarily consisting of noncash amortization of short-lived assets) | | 24 | | | 27 | | | 70 | | SG&A expenses associated with the relocation of the Tommy Hilfiger office in New York (including noncash depreciation expense) | | | | | 19 | | | | | SG&A expenses associated with the noncash settlement of certain of our retirement plan benefit obligations | | | | | 9 | | | | | SG&A expenses associated with the consolidation within our warehouse and distribution network in North America, which included a gain recorded on the sale of a warehouse and distribution center | | | | | 8 | | | | | SG&A expenses associated with the issuance of our €600 million 3 1/8% senior notes | | | | | 4 | | | | | SG&A expenses associated with integration of Warnaco and related restructuring | | | | | | | | 10 | | SG&A expenses associated with the G-III license | | | | | | | | 4 | | SG&A expenses associated with the global creative strategy forCALVIN KLEIN and related restructuring | | | | | | | | 6 | | SG&A expenses associated with the discontinuation of several licensed product lines in the Heritage Brands dress furnishings business | | | | | | | | 3 | | Gain recorded in connection with a payment made to us to exit aTOMMY HILFIGER flagship store in Europe (recorded in SG&A) | | | | | | | | (18) | | SG&A expenses associated with the TH men's tailored license termination | | | | | | | | 11 | | Actuarial loss (gain) on retirement plans (recorded in non-service related pension and postretirement cost (income)) | | 15 | | | 3 | | | (39) | | Gain to write-up our equity investment in TH China to fair value (recorded in other noncash gain, net) | | | | | | | | (153) | | Loss recorded in connection with the Mexico deconsolidation (recorded in other noncash gain, net) | | | | | | | | 82 | | Noncash amortization of short-lived assets recorded on our equity investment in PVH Mexico (recorded in equity in net income of unconsolidated affiliates) | | | | | | | | 2 | | One-time expenses recorded on our equity investment in TH China (recorded in equity in net income of unconsolidated affiliates) | | | | | | | | 6 | | Debt modification and extinguishment costs | | | | | 24 | | | 16 | | Non-GAAP earnings before interest and taxes | $ | 971 | | $ | 864 | | $ | 794 | | % change over prior year | | 12% | | | 9% | | | |
| | | | 2019 | | | 2018 | | | 2017 | | | Earnings before interest and taxes | | | | $ | 559 | | | | | $ | 892 | | | | | $ | 632 | | | | % change over prior year | | | | | -37% | | | | | | 41% | | | | | | | | | | Items excluded: | | | | | | | | | | | | | | | | | | | | | Gross profit charges associated with the Calvin Klein restructuring (inventory markdowns) | | | | | 13 | | | | | | 2 | | | | | | | | | | Gross profit charges associated with the Australia and TH CSAP acquisitions (short-lived noncash inventory valuation adjustments) | | | | | 17 | | | | | | | | | | | | | | | | SG&A expenses associated with the Calvin Klein restructuring | | | | | 90 | | | | | | 39 | | | | | | | | | | SG&A expenses associated with the Socks and Hosiery transaction | | | | | 60 | | | | | | | | | | | | | | | | SG&A expenses associated with the TH U.S. store closures | | | | | 55 | | | | | | | | | | | | | | | | SG&A expenses associated with the Australia and TH CSAP acquisitions | | | | | 3 | | | | | | | | | | | | | | | | SG&A expenses associated with the refinancing of our senior credit facilities | | | | | 1 | | | | | | | | | | | | | | | | SG&A expenses associated with the Mr. Hilfiger amendment | | | | | | | | | | | | | | | | | 83 | | | | SG&A expenses associated with the Li & Fung termination | | | | | | | | | | | | | | | | | 54 | | | | SG&A expenses associated with the TH China acquisition | | | | | | | | | | | 24 | | | | | | 27 | | | | SG&A expenses associated with the relocation of the Tommy Hilfiger office in New York (including noncash depreciation expense) | | | | | | | | | | | | | | | | | 19 | | | | SG&A expenses associated with the consolidation within our warehouse and distribution network in North America, which included a gain recorded on the sale of a warehouse and distribution center | | | | | | | | | | | | | | | | | 8 | | | | SG&A expenses associated with the issuance of our €600 million 3 1/8% senior notes | | | | | | | | | | | | | | | | | 4 | | | Expenses associated with the noncash settlement of certain of our retirement plan benefit
obligations (recorded in non-service related pension and postretirement cost) | | | | | | | | | | | | | | | | | 9 | | | | Actuarial loss on retirement plans (recorded in non-service related pension and postretirement cost) | | | | | 98 | | | | | | 15 | | | | | | 3 | | | | Debt modification and extinguishment costs | | | | | 5 | | | | | | | | | | | | 24 | | | | Noncash loss related to the Speedo transaction (recorded in other noncash loss, net) | | | | | 142 | | | | | | | | | | | | | | | | Noncash gain to write up our equity investments in Gazal and PVH Australia to fair value (recorded in other noncash loss, net) | | | | | (113) | | | | | | | | | | | | | | | | One-time expenses recorded on our equity investments in Gazal and PVH Australia (recorded in equity in net income of unconsolidated affiliates) | | | | | 2 | | | | | | | | | | | | | | | | Earnings before interest and taxes on a non-GAAP basis | | | | $ | 931 | | | | | $ | 971 | | | | | $ | 864 | | | | % change over prior year | | | | | -4% | | | | | | 12% | | | | | | | | |
| | A-2 | A-3 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
EXHIBITNEO Employment Agreements Name | Name | | Description | Description | | | SEC Filing | | Emanuel Chirico | EMANUEL CHIRICO | | | Third Amended and Restated Employment Agreement | | | ▪
Current Report on Form 8-K filed on May 22, 2019, Exhibit 10.2 | | | | MICHAEL SHAFFER | | | Second Amended and Restated Employment Agreement | | | * Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.15 | | | First Amendment to Second Amended and Restated Employment Agreement | | | * Quarterly Report on Form 10-Q for the period ended May 2, 2010, Exhibit 10.1 | | | Second Amendment to Second Amended and Restated Employment Agreement | | | * Quarterly Report on Form 10-Q for the period ended August 1, 2010, Exhibit 10.6 | | | Third Amendment to Second Amended and Restated Employment Agreement | | | * Current Report on Form 8-K filed January 28, 2011, Exhibit 10.1 | | Michael A. Shaffer | | | Second Amended and Restated Employment Agreement | | | * ▪
Annual Report on Form 10-K for the fiscal year ended February 1, 2009, Exhibit 10.30 | | | First Amendment to Second Amended and Restated Employment Agreement | | | * ▪
Current Report on Form 8-K filed January 28, 2011, Exhibit 10.2 | | Francis K. Duane | STEFAN LARSSON | | | Employment Agreement | | | * Annual▪
Current Report on Form 10-K for the fiscal year ended February 4, 2018,8-K filed on May 22, 2019, Exhibit 10.810.1 | | Daniel Grieder | CHERYL ABEL-HODGES | | | Employment ContractAgreement | | | * ▪
Current Report on Form 8-K filed on February 14, 2020, Exhibit 10.1 | | | | DANIEL GRIEDER | | | Employment Agreement | | | ▪
Quarterly Report on Form 10-Q for the quarter ended April 30, 2017, Exhibit 10.1 | | Steven | STEVEN B. ShiffmanSHIFFMAN | | | Second Amended and Restated Employment Agreement First Amendment to Second Amended and Restated Employment Agreement Second Amendment to Second Amended and Restated Employment Agreement | | | * ▪
Annual Report on Form 10-K for the fiscal year ended February 1, 2015, Exhibits 10.25, 10.26 and 10.27 | | | | | | | Second Amendment to Second Amended and Restated Employment Agreement | | | |
| | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | B-1 | | |
EXHIBITPVH CORP.STOCK INCENTIVE PLAN(AS AMENDED AND RESTATED CERTIFICATE OF INCORPORATIONOF
PVH CORP.
EFFECTIVE APRIL 30, 2020) 1.
Establishment, Objectives and Duration. (a) Establishment of the Plan. PVH Corp., a corporation organized established this incentive compensation plan to permit the granting of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and existing underOther Stock-Based Awards to the General Corporation Law ofpersons and for the State of Delaware (the “Corporation”), does hereby certify as follows:1. purposes described herein. The original name of the Corporation was Phillips-Van Heusen Corporation.
2. The Corporation’s original Certificate of Incorporation was filed with the Secretary of StatePlan first became effective on April 8, 1976.
3. This Amended and Restated Certificate of Incorporation27, 2006 (the “Effective Date”), was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.
4. The text of the Certificate of Incorporation of this Corporation is hereby amended and restated effective April 30, 2009, June 25, 2009, June 23, 2011, April 26, 2012, May 7, 2014 and April 30, 2015 and had its material terms approved at the 2006, 2011 and 2015 Annual Meeting of Stockholders. Definitions of capitalized terms used in the Plan are contained in the attached glossary, which is an integral part of the Plan.
(b) Purposes of the Plan. The purposes of the Plan are to induce certain individuals to remain in the employ, or to continue to serve as directors of, or consultants or advisors to, the Company and its present and future Subsidiaries, to attract new individuals to enter into such employment or service and to encourage such individuals to secure or increase on reasonable terms their stock ownership in the Company. The Board believes that the granting of Awards under the Plan will promote continuity of management and increased incentive and personal interest in the welfare of the Company by those who are or may become primarily responsible for shaping and carrying out the long range plans of the Company and securing its continued growth and financial success. (c) Duration of the Plan. No Award may be granted under the Plan after April 29, 2030, or such earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding. 2.
Administration of the Plan. (a) The Committee. Except as otherwise provided in Section 2(d), the Plan shall be administered by the “Committee.” The Committee shall consist of two or more members of the Board. It is intended that all of the members of the Committee shall be “non-employee directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act. The Committee shall be appointed annually by the Board, which may at any time and from time to time remove any members of the Committee, with or without cause, appoint additional members to the Committee and fill vacancies, however caused, in the Committee. A majority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members present at a meeting duly called and held, except that the Committee may delegate to any one of its members the authority of the Committee with respect to the grant of Awards to any person who shall not be an officer and/or director of the Company. Any decision or determination of the Committee reduced to writing and signed by all of the members of the Committee (or by the member(s) of the Committee to whom authority has been delegated) shall be fully as effective as if it had been made at a meeting duly called and held. (b) Authority of the Committee. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the Committee hereunder), and except as otherwise provided by the Board, the Committee shall have full and final authority in its entiretydiscretion to read as follows:FIRST: The nametake all actions determined by the Committee to be necessary in the administration of the Corporation is PVH Corp.
SECOND: The addressPlan, including, without limitation, discretion to:
(i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder; (ii) determine whether and to what extent Awards are granted hereunder; (iii) determine the size and types of Awards granted hereunder; (iv) approve forms of Award Agreement for use under the Plan, which may include provisions stating that employment for a specified period will not be required for vesting of an Award upon the occurrence of a Defined Event as set forth in an Award Agreement (or otherwise provided for in a Participant’s employment agreement with the Company or any of its Subsidiaries); | | | C-1 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
(v) determine the terms and conditions of any Award granted hereunder; (vi) establish performance goals for any Performance Period and determine whether such goals were satisfied; (vii) amend the terms of any outstanding Award granted under the Plan; provided that, except as otherwise provided in Section 16, no such amendment shall reduce the Exercise Price of outstanding Options or the grant price of outstanding SARs without the approval of the Corporation’s registered office is the State of Delaware is Corporation Service Company, 251 Little Falls Drive, City of Wilmington, County of New Castle, Delaware 19808.THIRD: The purposestockholders of the CorporationCompany;
(viii) construe and interpret the terms of the Plan and any Award Agreement entered into under the Plan, and to decide all questions of fact arising in its application; and (ix) take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate. (c) Effect of Committee’s Decision. All decisions, determinations and interpretations of the Committee shall be final, binding and conclusive on all persons, including the Company, its Subsidiaries, its stockholders, Employees, Directors, Consultants and their estates and beneficiaries. (d) Delegation. As permitted by Applicable Laws, the Committee may delegate its authority as identified herein, including the power and authority to make Awards to Participants who are not “insiders” subject to Section 16(b) of the Exchange Act, pursuant to such conditions and limitations as the Committee may establish. 3.
Shares Subject to the Plan; Effect of Grants; Individual Limits. (a) Number of Shares Available for Grants. Subject to adjustment as provided in Section 18 hereof, the maximum number of Shares which may be issued pursuant to Awards under the Plan shall be 20,436,589. The 20,436,589 shares referred to in the immediately preceding sentence include the 3,000,000 Shares initially included in the Plan as of the Effective Date, 4,400,000 shares added to the Plan as of June 25, 2009, 1,093,649 shares added to the Plan pursuant to paragraph (i) of this Section 3(a) between the Effective Date and August 31, 2012, and 4,500,000 Shares added to the Plan as of April 26, 2012, 1,442,940 shares added to the plan as of February 15, 2013 in connection with the Company’s acquisition of The Warnaco Group, Inc. (“Warnaco”) (of such 1,442,940 shares, 580,023 shares represent outstanding awards under Warnaco’s equity plans assumed by the Company and 862,917 shares represent awards to be issued in the future), 3,000,000 shares added to the Plan as of April 30, 2015 and 3,000,000 shares added to the Plan as of April 30, 2020. Any of the Shares reserved and available for issuance under the Plan may be used for any type of Award under the Plan, and any or all of the Shares reserved for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. (i) Shares that are potentially deliverable under an Award granted under the Plan that expires or is canceled, forfeited, settled in cash or otherwise settled without the delivery of Shares shall not be treated as having been issued under the Plan. (ii) Shares that are issued pursuant to engageawards that are assumed, converted or substituted in connection with a merger, acquisition, reorganization or similar transaction shall not be treated as having been issued under the Plan; provided, however, that the Shares referred to in this paragraph (ii) shall not be considered for purposes of determining the number of Shares available for grant as Incentive Stock Options. Notwithstanding any other provisions herein: (i) shares tendered in payment of the exercise price of an Award shall not be added to the maximum share limitations described above, (ii) shares withheld by the Company to satisfy the tax withholding obligation shall not be added to the maximum share limitations described above, and (iii) all shares covered by a Stock Appreciation Right, to the extent that it is exercised and whether or not shares of Common Stock are actually issued upon exercise of the right, shall be considered issued or transferred pursuant to the Plan. The Shares to be issued pursuant to Awards may be authorized but unissued Shares or treasury Shares. (b) Individual Limits. Subject to adjustment as provided in Section 16 hereof, the maximum aggregate number of Shares with respect to which Awards may be granted in any lawful act or activity forcalendar year to any one Participant who is not a Director shall be 1,000,000 Shares. (c) Individual Director Limit. Notwithstanding any other provisions herein, the maximum aggregate number of Shares with respect to which corporationsAwards may be organizedgranted during any 12-month period to any one Director in respect of the Director’s service as a member of the Board or a committee of the Board shall be limited to a number that, combined with any cash fees or other compensation paid to such Director during such 12-month period in respect of the Director’s service on the Board or a committee of the Board, | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | C-2 | | |
shall not exceed $750,000 in total value, with the value of any such Director Awards based on the grant date fair value of such Awards for financial reporting purposes. The Board may make exceptions to this limit for a Director who is serving as the independent presiding director of the Board, as the Board may determine in its discretion, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation. (d) Share Counting. Each Share underlying a Stock Option or Stock Appreciation Right shall be counted as one share for purposes of the limits set forth in Sections 3(a) and 3(b). Each Share underlying a combination of Stock Appreciation Right and Stock Option, where the exercise of the Stock Appreciation Right or Stock Option results in the cancellation of the other, shall be counted as one share for purposes of the limits set forth in Sections 3(a) and 3(b). Each Share underlying an Award of Restricted Stock, Restricted Stock Unit, Performance Share, Performance Share Units or Other Stock-Based Award shall be counted as two shares for purposes of the limits set forth in Sections 3(a) and 3(b). 4.
Eligibility and Participation. (a) Eligibility. Persons eligible to participate in the Plan include all Employees, Directors and Consultants. (b) Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible Employees, Directors and Consultants, those to whom Awards shall be granted and shall determine the nature and amount of each Award. The Committee may establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are inconsistent with the provisions of the Plan. 5.
Types of Awards. (a) Type of Awards. Awards under the General Corporation LawPlan may be in the form of Delaware.FOURTH: A. The totalOptions (both Nonqualified Stock Options and/or Incentive Stock Options), SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based Awards.
(b) Designation of Award. Each Award shall be designated in the Award Agreement. 6.
Options. (a) Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number and upon such terms, and at any time and from time to time, as shall be determined by the Committee. (b) Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the duration of the Option, the number of sharesShares to which the Option pertains, and such other provisions as the Committee shall determine including, but not limited to, the Option vesting schedule, repurchase provisions, rights of first refusal, forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, and payment contingencies. The Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. Options that are intended to be Incentive Stock Options shall be subject to the limitations set forth in Section 422 of the Code. Options granted pursuant to the Plan shall not provide Participants with the right to receive Dividends or Dividend Equivalents. (c) Exercise Price. Except for Options adjusted pursuant to Section 18 herein, and replacement Options granted in connection with a merger, acquisition, reorganization or similar transaction, the Exercise Price for each grant of an Option shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary, the Exercise Price for each grant of an Option shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted. (d) Term of Options. The term of an Option granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed 10 years. However, in the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Subsidiary, the term of the Incentive Stock Option shall be five years from the date of grant thereof or such shorter term as may be provided in the Award Agreement. | | | C-3 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
(e) Exercise of Options. Options granted under this Section 6 shall be exercisable at such times and be subject to such restrictions and conditions as set forth in the Award Agreement and as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Option granted under the Plan shall have a minimum period of vesting of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event will the vesting of an Option occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan. (f) Payments. Options granted under this Section 6 shall be exercised by the delivery of a written notice to the Company setting forth the number of Shares with respect to which the CorporationOption is to be exercised and payment of the Exercise Price. The Exercise Price of an Option shall be payable to the Company: (i) in cash or its equivalent, (ii) by tendering (either actually or constructively by attestation) Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price, (iii) in any other manner then permitted by the Committee, or (iv) by a combination of any of the permitted methods of payment. The Committee may limit any method of payment, other than that specified under (i), for administrative convenience, to comply with Applicable Laws or otherwise. (g) Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Section 6 as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded, and under any blue sky or state securities laws applicable to such Shares. (h) Termination of Employment or Service. Each Participant’s Option Award Agreement shall set forth the extent to which the Participant shall have authoritythe right to issueexercise the Option following termination of the Participant’s employment or, if the Participant is 240,150,000. 150,000 of said sharesa Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the par valueCommittee, need not be uniform among all Options, and may reflect distinctions based on the reasons for termination of $100 eachemployment or service. 7.
Stock Appreciation Rights. (a) Grant of SARs. Subject to the terms and shall be designated Preferred Stock and 240,000,000 of said shares shall beprovisions of the par value of $1 eachPlan, SARs may be granted to Participants in such amounts and shall be designated Common Stock.B. The Board of Directors is hereby expressly granted the power by resolution or resolutionsupon such terms, and at any time and from time to issue the Preferred Stock in one or more series, which series may have such voting powers, full, limited or by series, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof,time, as shall be fixeddetermined by the Board of Directors and asCommittee.
(b) Award Agreement. Each SAR grant shall be statedevidenced by an Award Agreement that shall specify the grant price, the term of the SAR, and expressedsuch other provisions as the Committee shall determine. SARs granted pursuant to the Plan shall not provide Participants with the right to receive Dividends or Dividend Equivalents. (c) Grant Price. The grant price of a freestanding SAR shall not be less than 100% of the Fair Market Value of a Share on the date of grant of the SAR; provided, however, that these limitations shall not apply to Awards that are adjusted pursuant to Section 18 herein. (d) Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided, however, that such term shall not exceed 10 years. (e) Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes upon them and sets forth in the resolutionAward Agreement. Except upon a termination of employment or, resolutions providing forpursuant to Section 17, in the issueevent of such series adopted bya Participant’s Qualifying Termination during the Boardtwo year period following the occurrence of Directors.C. I. Subject to any preferential dividend rights applicable to sharesa Change in Control or Subsidiary Disposition, a SAR granted under the Plan shall have a minimum period of vesting of three years, which period may, at the discretion of the Preferred Stock,Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event will the holdersvesting of sharesa SAR occur within one year of the Common Stockdate of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan.
(f) Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive such dividends aspayment from the Company in an amount determined by multiplying: (i) the difference between the Fair Market Value of a Share on the date of exercise over the grant price; by | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | C-4 | | |
(ii) the number of Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment upon SAR exercise may be declaredin cash, in Shares of equivalent value, or in some combination thereof. (g) Termination of Employment or Service. Each SAR Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all SARs, and may reflect distinctions based on the reasons for termination of employment or service. 8.
Restricted Stock. (a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, Restricted Stock may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the BoardCommittee. (b) Award Agreement. Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the Period of Directors.II.Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.
(c) Period of Restriction and Other Restrictions. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, in no event will the vesting of an Award of Restricted Stock occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan. The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock be delayed, restrictions based upon the achievement of specific performance goals, additional time-based restrictions, and/or restrictions under Applicable Laws, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock. As soon as practicable following the grant of Restricted Stock, the Shares of Restricted Stock shall be registered in the Participant’s name in certificate or book-entry form. If a certificate is issued, it shall bear an appropriate legend referring to the restrictions and it shall be held by the Company, or its agent, on behalf of the Participant until the Period of Restriction has lapsed or otherwise been satisfied. If the Shares are registered in book-entry form, the restrictions shall be placed on the book-entry registration. (d) Removal of Restrictions. Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant after the last day of the Period of Restriction applicable thereto. Once Restricted Stock is released from the restrictions, the Participant shall be entitled to receive a certificate evidencing the Shares. (e) Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent permitted or required by Applicable Laws, Participants holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares during the Period of Restriction. (f) Dividends. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be credited with all Dividends paid with respect to all Shares while they are so held, subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid. Any such Dividends shall be paid if and when the underlying Shares of Restricted Stock vest. (g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain unvested Restricted Stock following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for termination of employment or service. | | | C-5 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
9.
Restricted Stock Units. (a) Grant of Restricted Stock Units. Subject to the terms and provisions of the Plan, Restricted Stock Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. (b) Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the applicable Period of Restriction, the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine. (c) Value of Restricted Stock Units. The initial value of a Restricted Stock Unit shall equal the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall not apply to Awards that are adjusted pursuant to Section 16. (d) Period of Restriction. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of Restricted Stock Units shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event will the vesting of an Award of Restricted Stock Units occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan. (e) Form and Timing of Payment. Except as otherwise provided in Section 17 or a Participant’s Award Agreement, payment of Restricted Stock Units shall be made at a specified settlement date that shall not be earlier than the last day of the Period of Restriction. The Committee, in its sole discretion, may pay earned Restricted Stock Units by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares (or a combination thereof). The Committee may provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant. (f) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder. (g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Restricted Stock Units following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Restricted Stock Units, and may reflect distinctions based on the reasons for termination of employment or service. (h) Dividend Equivalents. At the discretion of the Committee, Restricted Stock Units granted pursuant to the Plan may provide Participants with the right to receive Dividend Equivalents, which shall be credited to an account for the Participants, and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to the same restrictions on transferability and forfeitability as the underlying Restricted Stock Units. Any such Dividend Equivalents shall be settled if and when the underlying Restricted Stock Units are settled. 10.
Performance Shares and Performance Share Units. (a) Grant of Performance Shares and Performance Share Units. Subject to the terms and provisions of the Plan, Performance Shares or Performance Share Units may be granted to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee. (b) Award Agreement. Each grant of Performance Shares or Performance Share Units shall be evidenced by an Award Agreement that shall specify the applicable Performance Period and Performance Measure(s), the number of Performance Shares or Performance Share Units granted, and such other provisions as the Committee shall determine. (c) Value of Performance Shares and Performance Share Units. The initial value of a Performance Share or a Performance Share Unit shall equal the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall not apply to Awards that are adjusted pursuant to Section 16. (d) Period of Restriction. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an Award of Performance Shares or Performance Share Units shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event will the vesting of an | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | C-6 | | |
Award of Performance Shares or Performance Share Units occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan. (e) Form and Timing of Payment. Except as otherwise provided in Section 17 or a Participant’s Award Agreement, payment of Performance Shares or Performance Share Units shall be made at a specified settlement date that shall not be earlier than the last day of the Performance Period. The Committee, in its sole discretion, may pay earned Performance Shares or Performance Share Units by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such Shares (or a combination thereof). The Committee may provide that settlement of Performance Shares or Performance Share Units shall be deferred, on a mandatory basis or at the election of the Participant. (f) Voting Rights. A Participant shall have no voting rights with respect to any Performance Shares or Performance Share Units granted hereunder. (g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the right to receive a payout respecting an Award of Performance Shares or Performance Share Units following termination of the Participant’s employment or, if the Participant is a Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Participants, and may reflect distinctions based on the reasons for termination of employment or service. (h) Dividends and Dividend Equivalents. Performance Shares and Performance Share Units granted pursuant to the Plan shall not provide Participants with the right to receive Dividends or Dividend Equivalents. 11.
Other Stock-Based Awards. (a) Grant. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other Company incentive or bonus programs. (b) Period of Restriction. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, Awards granted pursuant to this Section 11 shall have a minimum Period of Restriction of three years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However, in no event will the vesting of an Award granted pursuant to this Section 11 occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan. Notwithstanding the above, the payment of Shares in lieu of cash under other Company incentive or bonus programs shall not be subject to the minimum Period of Restriction limitations described above. (c) Payment of Other Stock-Based Awards. Subject to Section 11(b) hereof, payment under or settlement of any such Other Stock-Based Awards shall be made in such manner and at such times as the Committee may determine. The Committee may provide that settlement of Other Stock-Based Awards shall be deferred, on a mandatory basis or at the election of the Participant. (d) Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the right to receive Other Stock-Based Awards following termination of the Participant’s employment or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of employment or service. (e) Dividends and Dividend Equivalents. At the discretion of the Committee, Other Stock-Based Awards granted pursuant to the Plan may provide Participants with the right to receive Dividends or Dividend Equivalents, which shall be credited to an account for the Participants, and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to the same restrictions on transferability and forfeitability as the underlying Other Stock-Based Awards. Any such Dividends or Dividend Equivalents shall be paid if and when the underlying Other Stock-Based Awards vest and are settled. | | | C-7 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
12.
Performance Measures. (a) The Committee may specify that the attainment of one or more of the Performance Measures set forth in this Section 12 shall determine the degree of granting, vesting and/or payout with respect to Performance Shares, Performance Share Units or other performance-based Awards. The performance goals to be used for such Awards shall be based on one or more of the following performance measures or such other performance measures as the Committee may determine (the “Performance Measures”): earnings, earnings before interest and taxes, earnings before interest, taxes, depreciation and amortization, earnings per share, economic value created, market share, net income (before or after taxes), operating income,adjusted net income after capital charge, return on assets, return on capital (based on earnings or cash flow), return on equity, return on investment, revenue, cash flow, operating margin, share price, total stockholder return, total market value, and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration goals, productivity measures, geographic business expansion goals, cost targets, customer satisfaction or employee satisfaction goals, goals relating to merger synergies, management of employment practices and employee benefits, or supervision of litigation or information technology, goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures, and goals relating to environmental, social and governance criteria. The targeted level or levels of performance with respect to such Performance Measures may be established at such levels and on such terms as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business segments or functions, and in either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple companies. (b) Unless otherwise determined by the Committee, measurement of performance goals with respect to the Performance Measures above shall exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring items, as well as the cumulative effects of tax or accounting changes, each as determined in accordance with generally accepted accounting principles or identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or other filings with the SEC, as well as any other items determined in accordance with Section 18(b). (c) Performance goals may differ for Awards granted to any one Participant or to different Participants. 13.
Transferability of Awards. Incentive Stock Options may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and shall be exercisable during a Participant’s lifetime only by such Participant. Other Awards shall be transferable to members of the Participant’s Immediate Family to the extent provided in the Award Agreement, except that no Award may be transferred for consideration. 14.
Taxes. The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or require a Participant to remit to the Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy any applicable tax withholding requirements applicable to an Award. Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any applicable tax withholding requirements. Subject to such restrictions as the Committee may prescribe, in the event that an Award of Restricted Stock shall become taxable to a Participant during any Company-imposed blackout period, a Participant may satisfy all or a portion of any tax withholding requirements by electing to have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax withholding rate (or such other rate that will not result in a negative accounting impact). 15.
Conditions Upon Issuance of Shares. (a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance. (b) As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any Applicable Laws. 16.
Adjustments Upon Changes in Capitalization. In the event of any voluntaryequity restructuring (within the meaning of FASB Accounting Standards Codification Topic 718 (f/k/a Financial Accounting Standards No. 123R)), such as a stock dividend, stock split, spinoff, rights offering, or involuntary liquidation, dissolutionrecapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | C-8 | | |
adjustment in the number and kind of Shares that may be delivered under the Plan, the individual limits set forth in Section 3(b), and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards, the Exercise Price, grant price or winding upother price of Shares subject to outstanding Awards, any performance conditions relating to Shares, the Corporation, after distribution in fullmarket price of Shares, or per-Share results, and other terms and conditions of outstanding Awards, to prevent dilution or enlargement of rights. In the event of any preferential amounts applicableother change in corporate capitalization, such as a merger, consolidation, or liquidation, the Committee may, in its sole discretion, cause there to sharesbe such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement of rights; provided, however, that, unless otherwise determined by the Preferred Stock, the holders of shares of the Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion toCommittee, the number of sharesShares subject to any Award shall always be rounded down to a whole number. Adjustments made by the Committee pursuant to this Section 16 shall be final, binding, and conclusive. 17.
Change in Control and Subsidiary Disposition. (a) Change in Control in which Awards are Assumed or Continued. Upon the occurrence of a Change in Control in which outstanding Awards are assumed or continued, the following provisions shall apply to each Award assumed or continued unless otherwise provided in a Participant’s Award Agreement or prohibited under Applicable Laws: (i) All outstanding Options and SARs shall become immediately exercisable in the event of a Participant’s Qualifying Termination during the two year period following the Change in Control. (ii) Any Period of Restriction or other restriction imposed on Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards shall lapse in the event of a Participant’s Qualifying Termination during the two year period following the Change in Control. (iii) All incomplete Performance Periods in respect of each Award of Performance Shares, Performance Share Units and each other performance-based Award shall end on the date of the Common StockChange in Control and the performance goals applicable to such Award shall be deemed satisfied (A) based on the level of performance achieved as of the date of the Change in Control, if determinable, or (B) at the target level, if not determinable; provided, however, that, if less than 50% of the relevant Performance Period has elapsed as of the date of the Change in Control, then the performance goals applicable to such Award shall be deemed satisfied at the target level. Each such Performance Share, Performance Share Units and other performance-based Award shall thereafter become a time-based Award and shall vest and become payable to the Participant on the earlier to occur of (x) the Participant’s Qualifying Termination during the two year period following the occurrence of the Change in Control and (y) the date such Award otherwise vests in accordance with the Participant’s Award Agreement. (b) Change in Control in which Awards are not Assumed or Continued. Upon the occurrence of a Change in Control in which outstanding Awards are not assumed or continued, the following provisions shall apply to each Award not assumed or continued: (i) All outstanding Options and SARs shall be terminated and each Participant shall receive, with respect to each Share subject to the Options or SARs held by them.III. Subjectthe Participant, an amount in cash equal to any special voting rightsthe excess of the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control over the Option Exercise Price or the SAR grant price;
provided, however, that Options and SARs outstanding as of the date of the Change in Control shall be cancelled and terminated without payment therefore if the Fair Market Value of a Share as of the date of the Change in Control is less than the Option Exercise Price or the SAR grant price. (ii) All outstanding Shares of Restricted Stock, Restricted Stock Units and Other Stock-Based Awards shall be terminated and each Participant shall receive, with respect to each Share subject to an Award held by the Participant, an amount in cash equal to the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control. (iii) All outstanding Performance Shares, Performance Share Units and other performance-based Awards shall be terminated and each Participant shall receive, with respect to each Share subject to an Award held by the participant an amount in cash equal to the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control. Each such Performance Share, Performance Share Unit and other performance-based Award shall vest on a pro rata monthly basis, including full credit for partial months elapsed, and shall be paid (A) based on the level of performance achieved as of the date of the Change in Control, if determinable, or (B) at the target level, if not determinable; provided, however, that, if less than 50% of the relevant Performance Period has elapsed as of the date of the Change in Control, then the performance goals applicable to sharessuch Award shall be deemed satisfied at the target level. | | | C-9 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
(c) Subsidiary Disposition. The Committee shall have the authority, exercisable either in advance of any actual or anticipated Subsidiary Disposition or at the time of an actual Subsidiary Disposition and either at the time of the Preferredgrant of an Award or at any time while an Award remains outstanding, to provide for the automatic full vesting and exercisability of one or more outstanding unvested Awards under the Plan and the termination of restrictions on transfer and repurchase or forfeiture rights on such Awards, in connection with a Subsidiary Disposition, but only with respect to those Participants who are at the time engaged primarily in Continuous Service with the Subsidiary involved in such Subsidiary Disposition. The Committee also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the subsequent termination of the affected Participant’s Continuous Service with that Subsidiary within a specified period following the effective date of the Subsidiary Disposition. The Committee may provide that any Awards so vested or released from such limitations in connection with a Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination of the Award. 18.
Amendment, Suspension or Termination of the Plan. (a) Amendment, Modification and Termination. The Board may at any time and from time to time, alter, amend, suspend or terminate the Plan in whole or in part; provided, however, that no amendment that requires stockholder approval in order for the Plan to continue to comply with the New York Stock Exchange listing standards or any rule promulgated by the SEC or any securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule. (b) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 16) affecting the Company or the financial statements of the Company or of changes in Applicable Laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. (c) Awards Previously Granted. No termination, amendment or modification of the Plan or of any Award shall adversely affect in any material way any Award previously granted under the Plan without the written consent of the Participant holding such Award, unless such termination, modification or amendment is required by Applicable Laws and except as otherwise provided or in part Bherein. (d) No Repricing. Without the affirmative vote of this Article Fourth, the holders of sharesa majority of the Common Stock shall be entitled to vote on all mattersShares cast in person or by proxy at all meetingsa meeting of the stockholders of the Corporation,Company at which a quorum representing a majority of all outstanding Shares is present or represented by proxy, the Board shall not approve either: (i) the cancellation of outstanding Options or SARs and the grant in substitution therefore of new awards (including Options and SARs) having a lower exercise price; (ii) the amendment of outstanding Options or SARs to reduce the exercise price thereof; or (iii) the cancellation of outstanding Options or SARs and the payment of cash in substitution therefore. 19.
Clawback/Recoupment. Any Award granted pursuant to the Plan shall be entitledsubject to one vote for each sharemandatory repayment to the Company by the Participant who holds such Award (i) to the extent set forth in the Plan or an Award Agreement or (ii) to the extent the Participant is, or in the future becomes, subject to (A) any Company “clawback” or recoupment policy or (B) any law, rule, requirement or regulation which imposes mandatory recoupment, under circumstances set forth in such law, rule, requirement or regulation. 20.
Reservation of Shares. (a) The Company, during the term of the Common Stock entitledPlan, will at all times reserve and keep available such number of Shares as shall be sufficient to vote atsatisfy the requirements of the Plan. (b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such meeting, voting togetherShares as to which such requisite authority shall not have been obtained. 21.
Rights of Participants. (a) Continued Service. The Plan shall not confer upon any Participant any right with respect to continuation of employment or consulting relationship with the holders ofCompany, nor shall it interfere in any sharesway with his or her right or the Company’s right to terminate his or her employment or consulting relationship at any time, with or without cause. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | C-10 | | |
(b) Participant. No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or, having been so selected, to be selected to receive future Awards. 22.
Successors. All obligations of the Preferred Stock who are entitledCompany under the Plan and with respect to vote, and not as a separate class.FIFTH: The Board of Directors shall consist of not less than 9, nor more than 21 members as determined from time to time by the Board of Directors.
SIXTH A. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereonAwards shall be required
(i)binding on any successor to adopt any agreement for the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or consolidation of the Corporationother event, or any “subsidiary” (which term is hereinafter defined) intoa sale or with any other “person” (which term is also hereinafter defined) or the merger of any other person into the Corporation or any subsidiary,
(ii) to authorize any sale, lease, exchange, mortgage or pledge to any other persondisposition of all or substantially all of the property andbusiness and/or assets of the CorporationCompany and references to the “Company” herein and in any Award Agreements shall be deemed to refer to such successors.
23.
Legal Construction. (a) Gender, Number and References. Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular and the singular shall include the plural. Any reference in the Plan to a Section of the Plan either in the Plan or any subsidiary,Award Agreement or to an act or code or to any part ofsection thereof or rule or regulation thereunder shall be deemed to refer to such assets having a fair market value greater than 50%Section of the fair market valuePlan, act, code, section, rule or regulation, as may be amended from time to time, or to any successor Section of the total assetsPlan, act, code, section, rule or regulation. (b) Severability. In the event any provision of the CorporationPlan shall be held illegal or such subsidiary,invalid for any reason, the illegality or(iii) to authorize invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
(c) Requirements of Law. The granting of Awards and the issuance of Shares or transfercash under the Plan shall be subject to all Applicable Laws and to such approvals by any governmental agencies or national securities exchanges as may be required. (d) Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in accordance with and governed by the Corporationlaws of the State of New York, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction. (e) Non-Exclusive Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any subsidiarylimitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable. (f) Code Section 409A Compliance. To the extent applicable, it is intended that the Plan and any Awards granted hereunder comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code and any related regulations or other guidance promulgated thereunder by the U.S. Department of the Treasury or the Internal Revenue Service (“Section 409A”). | | | C-11 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
GLOSSARY OF DEFINED TERMS 1.
Definitions. As used in the Plan and any Award Agreement, the following definitions shall apply: “Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable provisions of federal law, applicable state law, and the rules and regulations of any voting securities of the Corporation or any subsidiary having a fair market value of more than $1,000,000 inapplicable stock exchange or payment fornational market system. “Award” means, individually or collectively, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based Awards granted under the securitiesPlan. “Award Agreement” means an agreement (in written or propertyelectronic form) entered into by the Company and assets (including cash) or any other person,if, in any such case, as ofa Participant setting forth the record date for the determination of stockholders entitledterms and provisions applicable to notice thereof and to vote thereon or consent thereto, such other person is the “beneficial owner” (which term is hereinafter defined) of 5% or more of the outstanding stock of the Corporation entitled to vote in elections of directors; provided, however, that the provisions of this part A shall not apply to (1) any transaction consistent in all material respects with a memorandum of understanding approved byan Award.
“Board” means the Board of Directors of the Corporation priorCompany. “Cause” means, with respect to any Participant (i) gross negligence or willful misconduct, as the timecase may be, in the performance of the material responsibilities of the Participant’s office or position; (ii) the willful and continued failure of the Participant to perform substantially the Participant’s duties with the Company or any Subsidiary (other than any such personfailure resulting from incapacity due to physical or mental illness); (iii) the Participant is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning of U.S. Federal, state or local law (other than a traffic violation); (iv) the Participant having willfully divulged, furnished or made accessible to anyone other than the Company or any Subsidiary, or any of their respective directors, officers, employees, auditors and legal advisors, otherwise than in the ordinary course of business, any confidential or proprietary information of the Company or such Subsidiary; or (v) any act or failure to act by the Participant, which, under the provisions of applicable law, disqualifies the Participant from performing his or her duties or serving in his or her then current capacity with the Company or a Subsidiary; provided, however, that with respect to a Participant who has an employment agreement with the Company or any of its Subsidiaries which has a definition of “cause”, the definition contained therein shall have becomegovern. “Change in Control” means the beneficialfirst to occur of the following events: 1.
Any Person becomes a “beneficial owner,” as such term is used in Rule 13d-3 of 5%the Exchange Act, of 25% or more of the outstanding stockcombined voting power of the Corporationthen-outstanding voting securities of the Company entitled to vote generally in electionsthe election of directors or (II) any transaction if the Corporation and its subsidiaries beneficially own a majority of the outstanding stock entitled to vote in elections of directors of such person.B. For the(the “
Outstanding Company Voting Securities”); provided, however, that, for purposes of this Article SIXTH:I. A persondefinition, the following acquisitions shall be deemed to benot constitute a Change in Control: (I) any acquisition directly from the “beneficial owner” of shares of stockCompany, other than an acquisition by virtue of the Corporation (other than sharesexercise of a conversion privilege unless the Corporation’s stock held in its treasury) (1) which such person and its “affiliates” and “associates” (which terms are hereinafter defined) beneficially own,security being so converted was itself acquired directly from the Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored or indirectly, whether of record or not, (2) which such personmaintained by the Company or any of its affiliates, or associates has the right to acquire(IV) any acquisition pursuant to any agreement, upon the exercisea transaction which complies with clauses (A), (B) and (C) of conversion rights, warrantsparagraph 3 of this definition; or options, or otherwise, (3) which such person or any of its affiliates or associates has the right to sell or vote pursuant to any agreement or (4) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its affiliates or associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of securities
2.
Individuals who, as of the Corporation.II. A “subsidiary” isdate hereof, constitute the Board (the “Incumbent Board”) cease for any corporation 50% or morereason to constitute at least a majority of the voting securities of which are owned, directly or indirectly,Board;
provided, however, that any individual becoming a director subsequent to when the Plan is first approved by the Corporation.III. A “person” isBoard whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual corporationwhose initial assumption of office occurs as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) with respect to the election or removal of directors or other entity.
IV. An “affiliate”actual or threatened solicitation of proxies or consents by or on behalf of a specified person is a person that directly,Person other than the Board; or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.
V. An “associate”
3.
Consummation of a specified person is (1) any person of which such specified person is an officerreorganization, merger, consolidation or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities, (2) any trusta sale or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity, (3) any relative or spouse of such specified person, or any relative of such spouse, who has the same home as such specified person or who is a director or officer of such specified person or any corporation which controls or is controlled by such specified person, or (4) any other member or partner in a partnership, limited partnership, syndicate or other group of which such specified person is a member or partner and which is acting together for the purpose of acquiring, holding or disposing of securities of the Corporation.C. For the purposes of determining whether a person is the beneficial owner of 5% or more of the outstanding stock of the Corporation, the outstanding stock of the Corporation shall include shares deemed owned pursuant to the provisions of clause (2) of division I of part B of this Article SIXTH, but shall not include any other shares which may be issuable pursuant to any agreement or upon the exercise of any conversion rights, warrants or options, or otherwise, or shares owned by the Corporation or any subsidiary.
D. The Board of Directors shall, on the basis, on the basis of information known to it, make all determinations required to be made pursuant to the provisions of this Article SIXTH, including, without limiting the generality of the foregoing.
(i) the fair market value of any assets of the Corporation or any subsidiary proposed to be disposed of and the fair market value of the total assets of the Corporation or such subsidiary,
(ii) the fair market value of any voting securities of the Corporation or any subsidiary proposed to be issued or transferred,
(iii) whether any person is the beneficial owner of 5% or more of the outstanding stock of the Corporation entitled to vote in the election of directors,
(iv) whether any memorandum of understanding is consistent in all material respects with a proposed transaction, and
(v) the persons who are the affiliates and associates of any other person.
Any such determination shall be conclusive and binding for all purposes of this Article SIXTH.
E. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereon shall be required (i) to adopt any agreement for the merger or consolidation of the Corporation into or with a subsidiary (but not for the merger of a subsidiary into the Corporation) or (ii) to authorize any sale, lease, exchange, mortgage or pledge to a subsidiarydisposition of all or substantially all of the property and assets of the Corporation.
F. The affirmative voteCompany (each, a “
Business Combination”), in each case unless, following such Business Combination, (A) all or substantially all of not less than 80%the individuals and entities that were the beneficial owners of the outstanding stockShares (the “Outstanding Company Common Stock”) and the Outstanding Company Voting Securities, immediately prior to such Business Combination, beneficially own, directly or indirectly, more than 50% of the Corporationthen-outstanding shares of common stock and more than 50% of the combined voting power of the then-outstanding | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | C-12 | | |
voting securities entitled to vote thereon shall be required for the dissolution of the Corporation.G. The affirmative vote of not less than 80% of the outstanding stock of the Corporation entitled to vote thereon shall be required to authorize any amendment to the Certificate of Incorporation of the Corporation which shall alter, amend, change, or repeal any of the provisions of this Article SIXTH.
SEVENTHSIXTH: A.The Board of Directors shall have the power to adopt, alter, amend, change, or repeal the By-Laws of the Corporation.
B. The By-Laws of the Corporation shall not be adopted, altered, amended, changed or repealed by the stockholders except by the affirmative vote of not less than80%a majority of the outstanding stock of the Corporation entitled to votegenerally in the election of directors.
C. directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Business Combination or the outstanding voting securities of such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination, whichever occurs first; or
4.
The affirmative voteapproval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, with respect to Awards (or portions of Awards) that are considered deferred compensation under Section 409A, if an event or condition constituting a Change in Control does not lessconstitute a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (each within the meaning of Section 409A), the event or condition shall continue to constitute a Change in Control solely with respect to vesting of the Award (or portion thereof) or a lapse of any applicable restrictions thereto and not for purposes of determining whether the settlement or payment of the Award (or portion thereof) will be accelerated under this Plan. For avoidance of doubt, the prior sentence shall not apply to Awards (or portions thereof) that qualify as short-term deferrals for purposes of Section 409A. “Code” means the Internal Revenue Code of 1986, as amended. “Committee” means the Committee, as specified in Section 2(a), appointed by the Board to administer the Plan. “Company” means PVH Corp., a Delaware corporation, and any successor thereto. “Consultant” means any consultant or advisor to the Company or a Subsidiary. “Continuous Service” means that the provision of services to the Company or any Subsidiary in any capacity by an Employee is not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor. A leave of absence approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized representative of the Company. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. “Defined Event” means the death, disability, Retirement or Qualifying Termination of a Participant. “Director” means any individual who is a member of the Board of Directors of the Company or a Subsidiary who is not an Employee and is not designated or elected to serve as a director by the holders of any securities of the Company, other than 80%Shares, voting separately as a class. “Dividend” means the dividends and other distributions declared and paid on Shares subject to an Award. “Dividend Equivalent” means, with respect to Shares subject to an Award, a right to be paid an amount equal to the Dividends declared and paid on an equal number of outstanding Shares. “Employee” means any employee of the Company or a Subsidiary. “Exchange Act” means the Securities Exchange Act of 1934, as amended. “Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option. | | | C-13 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
“Fair Market Value” means, as of any date, the value of a Share equal to (i) the closing sale price of a Share on the New York Stock Exchange on the date of determination or (ii) if there is no sale of Shares on that date, the closing sale price of a Share on the last trading date on which sales were reported on the New York Stock Exchange. “Immediate Family” means a Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships or any person sharing the Participant’s household (other than a tenant or employee). “Incentive Stock Option” or “ISO” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. “Nonqualified Stock Option” means an Option that is not intended to meet the requirement of Section 422 of the Code. “Option” means an Incentive Stock Option or a Nonqualified Stock Option granted under the Plan, as described in Section 6. “Other Stock-Based Award” means a Share-based or Share-related Award granted pursuant to Section 11 herein. “Participant” means a current or former Employee, Director or Consultant who has rights relating to an outstanding Award. “Performance Measures” shall have the meaning set forth in Section 12(a). “Performance Period” means the period during which a performance measure must be met. “Performance Share” means an Award granted to a Participant, as described in Section 10 herein. “Performance Share Unit” means an Award granted to a Participant, as described in Section 10 herein. “Period of Restriction” means the period Restricted Stock, Restricted Stock Units or Other Stock-Based Awards are subject to a substantial risk of forfeiture and are not transferable, as provided in Sections 8, 9 and 11 herein. “Person” means person as such term is used in Section 3(a)(9) and 13(d) of the Exchange Act. “Plan” means the PVH Corp. Stock Incentive Plan. “Proceeds” means, with respect to any sale or other disposition (including to the Company) of Shares acquired pursuant to an Award, an amount determined by the Committee, (a) in the case of an Award other than an Option, SAR or cash-settled Award, up to the amount equal to the Fair Market Value per Share at the time of such sale or other disposition multiplied by the number of Shares sold or disposed of, or (b) in the case of an Option or SAR, up to the amount equal to the number of Shares sold or disposed of multiplied by the excess of the Fair Market Value per Share at the time of such sale or disposition over the Exercise Price or grant price, as applicable. “Qualifying Termination” means the termination of a Participant’s employment or service with the Company or any of its Subsidiaries by the Company or a Company Subsidiary without Cause or, with respect to a Participant who has an employment agreement with the Company or any of its Subsidiaries which has a definition of “good reason,” by the Participant for good reason (as defined in the Participant’s employment agreement). “Restricted Stock” means an Award granted to a Participant, as described in Section 8. “Restricted Stock Units” means an Award granted to a Participant, as described in Section 9. “Retirement” means: 1.
With respect to all Awards made prior to March 19, 2007 and all Awards made to Employees prior to May 3, 2007, a Participant’s termination of employment by the Company and its Subsidiaries at or after age 63 other than for Cause. 2.
With respect to all Awards made to Directors on or after March 19, 2007, the termination of a Director’s service, other than by reason of death or removal for cause (under applicable law), after at least four years of service. 3.
With respect to all Awards made to Employees on or after May 3, 2007, the termination of an Employee’s employment from the Company and its Subsidiaries, other than by reason of death or for Cause, at or after age 62, provided that the Employee has at least five years of employment with the Company and/or any of its Subsidiaries. | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | | | C-14 | | |
“SEC” means the United States Securities and Exchange Commission. “Section 409A” shall have the meaning set forth in Section 22(f). “Share” means a share of the common stock, $1.00 par value, of the Company, subject to adjustment pursuant to Section 16. “Stock Appreciation Right” or “SAR” means an Award granted to a Participant, either alone or in connection with a related Option, as described in Section 7. “Subsidiary” has the meaning ascribed to such term in Code Section 424(f). “Subsidiary Disposition” means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that Subsidiary or the Company’s sale or distribution of substantially all of the outstanding capital stock of such Subsidiary. “Voting Securities” means voting securities of the CorporationCompany entitled to vote thereon shall be required to authorize any amendment togenerally in the Certificateelection of Incorporation of the Corporation which shall alter, amend, change, or repeal any of the provisions of this Article SEVENTH.EIGHTHSEVENTH: No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director;provided, however, that nothing in this ArticleEIGHTHSEVENTH shall eliminate or limit the liability of any director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived and improper benefit.
| | C-3 | C-15 | | | | | | | PVH CORP. 2020 PROXY STATEMENT | | | | | |
IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of Incorporation to be signed by the undersigned, a duly authorized officer of the Corporation, on [•], 2019.
| By:/s/ Mark D. Fischer | | Mark D. Fischer | | Secretary |
PVH CORP.
ANNUAL MEETING
TABLE OF DIRECTORSEMANUEL CHIRICO and MARK D. FISCHER, or either of them, with the power of substitution, are hereby authorized to represent the undersigned and to vote all shares of the Common Stock of PVH CORP. held by the undersigned at the Annual Meeting of Stockholders to be held in New York, New York, on June 20, 2019, and any adjournments thereof, on the matters printed on the reverse side.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If this Proxy is executed but no directions are given, this Proxy will be voted:
| · | FOR the election of all of the nominees for director. |
| · | FOR the approval of the advisory resolution on executive compensation. |
| · | FOR the approval of the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to approve certain transactions with certain stockholders. |
| · | FOR the approval of the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to amend our By-Laws. |
| · | FOR the ratification of auditors. |
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
INTERNET/MOBILE
www.proxypush.com/pvh
Use the Internet to vote your proxy until 12:00 p.m. (CT) on June 20, 2018.
PHONE
1-866-883-3382
Use a touch-tone telephone to vote your proxy until 12:00 p.m. (CT) on June 20, 2018.
MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.
(Continued, and to be dated and signed on the other side.)
Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945
Address Change? Mark box, sign, and indicate changes below:o
| TO VOTE BY INTERNET OR | | TELEPHONE, SEE REVERSE | | SIDE OF THIS PROXY CARD |
The Board recommends a vote FOR all of the nominees in proposal 1 and FOR proposals 2, 3, 4 and 5
1. Election of the nominees for director listed below:
| | FOR | AGAINST | ABSTAIN | | | FOR | AGAINST | ABSTAIN | 1(a) | MARY BAGLIVO | o | o | o | 1(g) | G. PENNY McINTYRE | o | o | o | 1(b) | BRENT CALLINICOS | o | o | o | 1(h) | AMY McPHERSON | o | o | o | 1(c) | EMANUEL CHIRICO | o | o | o | 1(i) | HENRY NASELLA | o | o | o | 1(d) | JUAN R. FIGUEREO | o | o | o | 1(j) | EDWARD R. ROSENFELD | o | o | o | 1(e) | JOSEPH B. FULLER | o | o | o | 1(k) | CRAIG RYDIN | o | o | o | 1(f) | V. JAMES MARINO | o | o | o | 1(l) | JUDITH AMANDA SOURRY KNOX | o | o | o |
| | | | | 2. Approval of the advisory resolution on executive compensation. | FORo | AGAINSTo | ABSTAINo | | | | | | | 3. Approval of the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to approve certain transactions with certain stockholders. | FORo | AGAINSTo | ABSTAINo | | | | | | | 4. Approval of the amendment to our Certificate of Incorporation to eliminate the requirement of an 80% supermajority vote for stockholders to approve certain transactions with certain stockholders. | FORo | AGAINSTo | ABSTAINo | | | | | | | 5. Ratification of auditors. | FORo | AGAINSTo | ABSTAINo | |
6. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.
Date ________________________________________________________, 2019 | |
| | Note: The signature should agree with the name on your stock certificate. If acting as executor, administrator, trustee, guardian, etc., you should so indicate when signing. If the signer is a corporation, please sign the full corporate name, by duly authorized officer. If shares are held jointly, each stockholder named should sign. |
| | | |
| 
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