Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | PVH CORP. /DE/ |
Entity Central Index Key | 0000078239 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
Pay vs Performance Disclosure [Table] | ||||
Pay vs Performance [Table Text Block] | Pay Versus Performance Table In accordance with SEC rules, the following table sets forth information with respect to how “compensation actually paid” (“CAP”) to our NEOs aligns with company performance. CAP is an SEC-defined term that does not necessarily reflect the amounts ultimately realized by the NEOs or how the Compensation Committee views the link between company performance and NEO compensation. In addition, a significant portion of CAP relates to changes in fair value of unvested equity awards over the course of each year. Unvested equity awards remain subject to risk from forfeiture and vesting conditions and possible future declines in value based on changes in the price of our common stock. The ultimate values actually realized by our NEOs from unvested equity awards cannot be determined until the awards vest. (a) (b) (c) (d) (e) (f) (g) (h) (i) Value of initial fixed 4 Year Summary 1 Compensation 2 Average Summary 1 Average Compensation 3 PVH Total Peer Group Total Net Income 5 Non-GAAP 6 2022 12,139,075 9,531,057 3,912,972 3,363,964 101.26 89.13 200,400 908,543 2021 14,714,208 15,456,925 5,199,568 3,543,319 106.89 96.33 952,300 983,494 2020 16,408,935 23,367,109 5,145,906 6,901,803 97.92 97.80 (1,136,100) (37,145) 1 • 2022: Messrs. Coughlin, Holmes, Fischer and Hagman, and Mses. Fuller and Donnelly; • 2021: Messrs. Holmes and Hagman, Mses. Fuller and Donnelly, Michael A. Shaffer, our former Chief Operating & Financial Officer, and Cheryl Abel-Hodges, the former Chief Executive Officer, Calvin Klein; • 2020: Mr. Larsson (when he served as our President), Messrs. Hagman and Shaffer, and Ms. Abel-Hodges. 2 3 4 5 6 See | |||
Named Executive Officers, Footnote [Text Block] | Column (b) contains compensation amounts reported in the “Total” column of the Summary Compensation Table (“SCT”) for Mr. Larsson, our current Chief Executive Officer, in 2021 and 2022, and for our former Chief Executive Officer, Emanuel Chirico, in 2020. Column (d) contains the average of compensation amounts reported in the “Total” column of the SCT for our NEOs other than our Chief Executive Officer (“Other NEOs”) for each of the years listed. The Other NEOs are as follows: • 2022: Messrs. Coughlin, Holmes, Fischer and Hagman, and Mses. Fuller and Donnelly; • 2021: Messrs. Holmes and Hagman, Mses. Fuller and Donnelly, Michael A. Shaffer, our former Chief Operating & Financial Officer, and Cheryl Abel-Hodges, the former Chief Executive Officer, Calvin Klein; • 2020: Mr. Larsson (when he served as our President), Messrs. Hagman and Shaffer, and Ms. Abel-Hodges. | |||
Peer Group Issuers, Footnote [Text Block] | For peer group TSR in 2020 and 2021, we utilized the S&P 500 Apparel, Accessories & Luxury Index. We are no longer included in the S&P 500 Apparel, Accessories & Luxury Goods Index and, as a result, no longer use it as our industry peer group. | |||
PEO Total Compensation Amount | [1] | $ 12,139,075 | $ 14,714,208 | $ 16,408,935 |
PEO Actually Paid Compensation Amount | [2] | $ 9,531,057 | 15,456,925 | 23,367,109 |
Adjustment To PEO Compensation, Footnote [Text Block] | Adjustments to determine CAP to the Chief Executive Officer: 2022 2021 2020 Summary Compensation Table Column $12,139,075 $14,714,208 $16,408,935 Subtract aggregate change in the actuarial present value of accumulated benefit under pension plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT (417,826) (200,637) (2,168,800) Add service cost (actuarially determined for services rendered during the covered year) of pension plans 220,021 254,641 508,545 Subtract amounts reported under the “Stock Awards” column in the SCT (6,400,236) (6,400,233) (8,000,143) Subtract amounts reported under the “Option Awards” column in the SCT (1,600,409) (1,602,896) (2,000,364) Add the fair value of awards granted during the covered year that remain unvested as of covered year end* 8,110,882 7,973,724 9,255,419 Add (subtract) the change in fair value of awards granted in any prior year that were outstanding and unvested as of the covered year end* (1,158,278) (168,168) 0 Add the fair value of awards granted and vested during the covered year* 0 0 9,363,517 Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* (915,055) 886,286 0 Subtract the fair value of awards granted in any prior year that were forfeited during the covered year* (447,117) 0 0 Compensation Actually Paid to CEO $9,531,057 $15,456,925 $23,367,109 * The fair values of our stock options are estimated as of each measurement date using the Black-Scholes-Merton option valuation model, using assumptions updated for each measurement date. The fair values of our RSUs are equal to the closing price of our common stock on each measurement date. The fair values of our market-based PSUs are estimated as of each measurement date using the Monte Carlo simulation model, using assumptions updated for each measurement date. The fair values of our non-market-based PSUs are equal to the closing price of our common stock on each measurement date, reduced for the present value of any dividends expected to be paid on our common stock, as these contingently issuable PSUs do not accrue dividends. Changes in fair value of awards granted in any prior year are measured by comparing fair value as of the end of the covered year (for awards unvested as of the covered year end) or at vesting (for awards that vested during the covered year) to the fair value as of the end of the prior year. | |||
Non-PEO NEO Average Total Compensation Amount | [1] | $ 3,912,972 | 5,199,568 | 5,145,906 |
Non-PEO NEO Average Compensation Actually Paid Amount | [3] | $ 3,363,964 | 3,543,319 | 6,901,803 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Adjustments to Determine Compensation Actually Paid to Other NEOs: 2022 2021 2020 Average SCT Total for Other NEOs $3,912,972 $5,199,568 $5,145,906 Subtract aggregate change in the actuarial present value of accumulated benefit under pension plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT (18,495) (282,828) (356,655) Add the service cost (actuarially determined for services rendered during the covered year) of pension plans 58,741 78,215 122,971 Subtract amounts reported under the “Stock Awards” column in the SCT (1,131,961) (1,434,294) (1,872,878) Subtract amounts reported under the “Option Awards” column in the SCT (500,342) (508,549) (854,286) Add the fair value of awards granted during the covered year that remain unvested as of covered year end* 1,584,546 1,405,432 4,894,427 Add (subtract) the change in fair value of awards granted in any prior year that were outstanding and unvested as of the covered year end* (73,946) 52,860 176,383 Add the fair value of awards granted and vested during the covered year* 0 0 0 Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* (291,566) 259,833 (351,711) Subtract the fair value of awards granted in any prior year that were forfeited during the covered year* (175,985) (1,226,918) (2,354) Average Compensation Actually Paid to Other NEOs $3,363,964 $3,543,319 $6,901,803 * The fair values of our stock options are estimated as of each measurement date using the Black-Scholes-Merton option valuation model, using assumptions updated for each measurement date. The fair values of our RSUs are equal to the closing price of our common stock on each measurement date. The fair values of our market-based PSUs are estimated as of each measurement date using the Monte Carlo simulation model, using assumptions updated for each measurement date. The fair values of our non-market-based PSUs are equal to the closing price of our common stock on each measurement date, reduced for the present value of any dividends expected to be paid on our common stock, as these contingently issuable PSUs do not accrue dividends. Changes in fair value of awards granted in any prior year are measured by comparing fair value as of the end of the covered year (for awards unvested as of the covered year end) or at vesting (for awards that vested during the covered year) to the fair value as of the end of the prior year. | |||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | PVH TSR vs. Peer Group TSR vs. CAP | |||
Compensation Actually Paid vs. Net Income [Text Block] | PVH Net Income vs. CAP | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | PVH Non -GAAP EBIT vs. CAP | |||
Tabular List [Table Text Block] | Pay Versus Performance: Most Important Measures In the company’s assessment, the following chart lists the most important financial performance measures we use to link compensation actually paid to the NEOs, as determined in accordance with SEC rules, to company performance for 2022. The Compensation Discussion & Analysis discusses the ways we use these measures in our NEO compensation program and how they are important to and linked with our performance. Most Important Financial Performance Measures Earnings Before Interest and Taxes Relative Total Shareholder Return | |||
Total Shareholder Return Amount | [4] | $ 101.26 | 106.89 | 97.92 |
Peer Group Total Shareholder Return Amount | [4] | 89.13 | 96.33 | 97.8 |
Net Income (Loss) | [5] | $ 200,400,000 | $ 952,300,000 | $ (1,136,100,000) |
Company Selected Measure Amount | [6] | 908,543,000 | 983,494,000 | (37,145,000) |
Measure [Axis]: 1 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Earnings Before Interest and Taxes | |||
Measure [Axis]: 2 | ||||
Pay vs Performance Disclosure [Table] | ||||
Measure Name | Relative Total Shareholder Return | |||
Summary Compensation Table Total for CEO [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
PEO Total Compensation Amount | $ 12,139,075 | $ 14,714,208 | $ 16,408,935 | |
Compensation Actually Paid to CEO [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
PEO Actually Paid Compensation Amount | 9,531,057 | 15,456,925 | 23,367,109 | |
Average SCT total for Other NEOs [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Non-PEO NEO Average Total Compensation Amount | 3,912,972 | 5,199,568 | 5,145,906 | |
Average Compensation Actually Paid to Other NEOs [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Non-PEO NEO Average Compensation Actually Paid Amount | 3,363,964 | 3,543,319 | 6,901,803 | |
PEO [Member] | Subtract aggregate change in the actuarial present value of accumulated benefit under pension plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (417,826) | (200,637) | (2,168,800) | |
PEO [Member] | Add service cost (actuarially determined for services rendered during the covered year) of pension plans [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | 220,021 | 254,641 | 508,545 | |
PEO [Member] | Subtract amounts reported under the “Stock Awards” column in the SCT [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (6,400,236) | (6,400,233) | (8,000,143) | |
PEO [Member] | Subtract amounts reported under the “Option Awards” column in the SCT [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (1,600,409) | (1,602,896) | (2,000,364) | |
PEO [Member] | Add the fair value of awards granted during the covered year that remain unvested as of covered year end [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [7] | 8,110,882 | 7,973,724 | 9,255,419 |
PEO [Member] | Add (subtract) the change in fair value of awards granted in any prior year that were outstanding and unvested as of the covered year end [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [7] | (1,158,278) | (168,168) | 0 |
PEO [Member] | Add the fair value of awards granted and vested during the covered year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [7] | 0 | 0 | 9,363,517 |
PEO [Member] | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [7] | (915,055) | 886,286 | 0 |
PEO [Member] | Subtract the fair value of awards granted in any prior year that were forfeited during the covered year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [7] | (447,117) | 0 | 0 |
Non-PEO NEO [Member] | Subtract aggregate change in the actuarial present value of accumulated benefit under pension plans reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (18,495) | (282,828) | (356,655) | |
Non-PEO NEO [Member] | Subtract amounts reported under the “Stock Awards” column in the SCT [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (1,131,961) | (1,434,294) | (1,872,878) | |
Non-PEO NEO [Member] | Subtract amounts reported under the “Option Awards” column in the SCT [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | (500,342) | (508,549) | (854,286) | |
Non-PEO NEO [Member] | Add the fair value of awards granted during the covered year that remain unvested as of covered year end [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [8] | 1,584,546 | 1,405,432 | 4,894,427 |
Non-PEO NEO [Member] | Add (subtract) the change in fair value of awards granted in any prior year that were outstanding and unvested as of the covered year end [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [8] | (73,946) | 52,860 | 176,383 |
Non-PEO NEO [Member] | Add the fair value of awards granted and vested during the covered year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [8] | 0 | 0 | 0 |
Non-PEO NEO [Member] | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [8] | (291,566) | 259,833 | (351,711) |
Non-PEO NEO [Member] | Subtract the fair value of awards granted in any prior year that were forfeited during the covered year [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | [8] | (175,985) | (1,226,918) | (2,354) |
Non-PEO NEO [Member] | Add the service cost (actuarially determined for services rendered during the covered year) of pension plans [Member] | ||||
Pay vs Performance Disclosure [Table] | ||||
Adjustment to Compensation Amount | $ 58,741 | $ 78,215 | $ 122,971 | |
[1]Column (b) contains compensation amounts reported in the “Total” column of the Summary Compensation Table (“SCT”) for Mr. Larsson, our current Chief Executive Officer, in 2021 and 2022, and for our former Chief Executive Officer, Emanuel Chirico, in 2020. Column (d) contains the average of compensation amounts reported in the “Total” column of the SCT for our NEOs other than our Chief Executive Officer (“Other NEOs”) for each of the years listed. The Other NEOs are as follows: • 2022: Messrs. Coughlin, Holmes, Fischer and Hagman, and Mses. Fuller and Donnelly; • 2021: Messrs. Holmes and Hagman, Mses. Fuller and Donnelly, Michael A. Shaffer, our former Chief Operating & Financial Officer, and Cheryl Abel-Hodges, the former Chief Executive Officer, Calvin Klein; • 2020: Mr. Larsson (when he served as our President), Messrs. Hagman and Shaffer, and Ms. Abel-Hodges. 2 3 |