DEF 14A of PVH Corp. /De/, May 10, 2024

DEF 14A of PVH Corp. /De/

Filed May 10, 2024 · FY20230001213900-24-041769

Open on EDGAR

  1. Table of Contents

    | Executive Compensation Tables | 64 | | Summary Compensation Table | 64 | | Grants of Plan-Based Awards | 67 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 68 | | Outstanding Equity at Fiscal Year-End | 74 | | Option Exercises and Stock Vested | 75 | | Pension Benefits | 76 | | Defined Benefit Plans | 76 | | Non-Qualified Deferred Compensation | 80 | | Potential Payments Upon Termination and Change in Control Provisions | 81 | | CEO Pay Ratio | 84 | | Pay Versus Performance Table | 85 | | Equity Compensation Plan Information | 88 | | Proposal 3: Ratification of the Appointment of Auditors | 89 | | Audit Committee Report | 90 | | Security Ownership of Certain Beneficial Owners and Management | 91 | | 5% Stockholders | 91 | | Directors, Nominees for Director, and Executive Officers | 92 | | General Information About the Annual Meeting | 94 | | Exhibit A — Gaap To Non-Gaap Reconciliations | A-1 | | Exhibit B — NEO Employment Agreements | B-1 | | Frequently Referenced Information | | | Demographics of Our Director Nominees | 7 | | Risk Oversight | 19 | | Board Refreshment | 23 | | Director Nominee Skills | 24 | | Governing Documents | 32 | | Human Capital Resources | 33 | | Principal Elements of Our Executive Compensation Program | 44 | | Pay for Performance | 54 | | PVH Performance and Pay Mix Compared to Peer Group | 57 | | CEO Compensation Compared to Total Stockholder Return | 58 | | Fees Paid to Auditors | 89 | | How to Attend the Annual Meeting | 94 |

  2. Demographics of Our Director Nominees

    Demographics of Our Director Nominees

  3. Director Nominee Skills

    Director Nominee Skills Our director nominees have a broad and diverse set of experience, qualifications, attributes and skills that are vital to the success of our business.

  4. Director Nominee Skills

    | Operating Experience | | | | Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or Chief Accounting Officer (or performing similar functions) | | 4 | | Business Unit Chief Executive Officer, President, Chief Operating Officer or similar leadership position | | 8 | | Financial Expertise | | 4 | | Industry Experience | | | | Consumer Products or Services | | 8 | | Digital/E-commerce | | 7 | | Technology/Cyber Risk/Information Security | | 3 | | Regulatory/Corporate Governance | | 3 | | International Experience | | 7 | | Risk Management | | 3 | | Sales/Marketing/Public Relations | | 7 | | Strategic Planning/Development | | 8 | | Human Capital Management | | 5 | | Diversity/Equity/Inclusion | | 6 | | Climate | | 3 |

  5. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  6. Proposal 1: Election of Directors

    | The PVH Board of Directors currently consists of nine directors, all of whom are nominees at the Annual Meeting. All nominees elected as directors at the Annual Meeting will serve for a term of one year or until their successors are elected and qualified. The Board of Directors is not currently aware of any reason why any nominee might be unable to serve. | The Board of Directors recommends a vote FOR the election of the nine nominees introduced below. Proxies received in response to this solicitation will be voted FOR the election of all nine nominees unless the stockholder specifies otherwise. | | The election of directors in an uncontested election requires the affirmative vote of a majority of the votes cast at an annual meeting. Our Corporate Governance Guidelines provide that a director seeking re-election who does not receive a majority vote from 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 Nominating, Governance & Management Development Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date election results are certified. The Committee and the Board may consider any factors and information they deem appropriate and relevant in making their respective decisions. The director who has tendered a resignation cannot participate in formal discussions about whether to accept that resignation. | |

  7. Nominees for Election

    Nominees for Election

  8. Nominees for Election

    | Ajay Bhalla | | Former President, Cyber & Intelligence, Mastercard Incorporated | | Independent Age: 58 Director Since 2022 Committee • Audit & Risk Management | Experience | | | | • President, Cyber & Intelligence, at Mastercard (a global technology company in the payments industry) and a member of Mastercard’s Executive Leadership Team and its Management Committee from 2018 to April 2024 • President of Mastercard’s Enterprise Security Solutions business from 2014 to 2018 | | | | Expertise | Other public company boards | | | Mr. Bhalla has extensive experience in digital commerce and cybersecurity. His work has driven the development of technologies and solutions to help Mastercard provide safe, secure and frictionless interactions for consumers and its customers and partners around the world, helping to advance trust and inclusion in the digital ecosystem. This includes helping lead Mastercard’s pioneering work in the deployment of artificial intelligence (“AI”), digital and crypto currencies, digital identity solutions, and cybersecurity across the global payments industry. Mr. Bhalla also has experience in mergers and acquisitions, expanding customer segments and operating footprint, and risk and audit management. Additionally, he is involved in supporting Mastercard’s environmental, social and governance commitments. | • None |

  9. Nominees for Election

    | Michael M. Calbert | | Chairman of the Board, Dollar General Corporation | | Independent Age: 61 Director Since 2022 Chair since June 2022 Committees • Compensation • Nominating, Governance & Management Development | Experience | | | | • Chairman of the Board, Dollar General Corporation (a discount retailer) since 2016 • Member of the private equity firm KKR & Co. L.P., where he led the retail industry team from 2000 until his retirement in 2014 • Chief Financial Officer of Randall’s Food Markets from 1997 to 1999 • Certified public accountant with Arthur Anderson Worldwide from 1985 to 1994 | | | | Expertise | Other public company boards | | | Mr. Calbert is experienced with corporate finance and strategic business planning activities. As the former head of KKR’s global retail industry team, Mr. Calbert has a strong background and extensive experience in advising and managing companies in the retail industry, including evaluating business strategies and operations, financial plans and structures, risk, and management teams. His former service on various private and public company boards in the retail industry, as well as his current service on the board of another public retail company, further strengthens his knowledge and experience. Mr. Calbert also has a significant financial and accounting background. | • Dollar General Corporation (since 2016) • AutoZone, Inc. (2019 to 2021) • Executive Network Partnering Corporation (2020 to 2022) |

  10. Nominees for Election

    | Brent Callinicos | | Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc. | | Independent Age: 58 Director Since 2014 Committees • Audit & Risk Management (Chair) • Corporate Responsibility | Experience | | | | • Chief Operating and Chief Financial Officer of Virgin Hyperloop One (an autonomous transportation company) from January 2017 to March 2018 • Advisor at Uber Technologies, Inc. (an on-demand car service company) from 2015 to 2016 • Chief Financial Officer at Uber from 2013 to 2015 • Vice President, Treasurer and Chief Accounting Officer of Google Inc. (a global technology leader now known as Alphabet Inc.) from 2012 to 2013 • Vice President and Treasurer of Google from 2007 to 2012 | | | | Expertise | Other public company boards | | | Mr. Callinicos is a CPA with extensive experience working in treasury, financial and accounting roles in public companies and working with public company boards. He has been a senior executive at four companies and has served in several board advisory roles. He has substantial experience with corporate responsibility initiatives, including having run Green Energy Investing at Google. | • Baidu, Inc. (since 2015) • Rubicon Technologies, Inc. (since 2015; became a public company in 2022) |

  11. Nominees for Election

    | George Cheeks | | Member of Office of the CEO, Paramount Global; President and CEO, CBS Entertainment Group | | Independent Age: 59 Director Since 2021 Committees • Compensation • Corporate Responsibility | Experience | | | | • One of the three members of the Office of the CEO, Paramount Global (a global media, streaming and entertainment company), the parent company of CBS Entertainment Group, since April 2024 • President and CEO of CBS Entertainment Group (a news, entertainment and sports media company and studio) since 2020 • Chief Content Officer, News and Sports, Paramount+, since 2021 • Vice Chairman of NBCUniversal Content Studios from 2019 to 2020 • Co-Chairman of NBC Entertainment from 2018 to 2019 • Co-President of Universal Cable Productions and President of Late Night Programming at NBC Entertainment from 2017 to 2018 • President of Business Operations and Late Night Programming at NBC Entertainment from 2014 to 2017 • Executive Vice President of Business Operations at NBCUniversal from 2012 to 2014 | | | | Expertise | Other public company boards | | | Through his more than 25 years of experience in the media and entertainment industry, Mr. Cheeks has demonstrated a deep understanding of how an iconic brand grows with its audience in the context of changing distribution, culture, lifestyles and preferences. He has served in several senior executive positions with responsibility for creative, business and operational matters. | • None |

  12. Nominees for Election

    14 / PVH Corp. 2024 Proxy Statement / Proposal 1: Election of Directors

  13. Nominees for Election

    | Stefan Larsson | | Chief Executive Officer, PVH Corp. | | Age: 49 Director Since 2021 | Experience | | | | • PVH Corp.’s Chief Executive Officer since 2021. Prior to his current role he served as President of PVH from 2019 through 2021. • President and Chief Executive Officer of Ralph Lauren Corp. from 2015 to 2017, where he successfully refocused the company on what made it iconic, improved its performance, and set the path for future growth. • Global President of Old Navy (a division of Gap Inc.) from 2012 to 2015, where he helped deliver 12 consecutive quarters of profitable growth and positioned the brand among the top preferred brands among millennials in America. • For nearly 15 years, held multiple key leadership roles on the team responsible for growing H&M, with revenues increasing from approximately $3 billion to approximately $17 billion and operations expanding from 12 to 44 countries. | | | | Expertise | Other public company boards | | | Mr. Larsson has a proven record of leadership and global experience in driving transformation and brand building in an increasingly dynamic and ever-changing consumer landscape. He is highly regarded for his strategic focus and operational track record. As PVH’s Chief Executive Officer, he provides insight to the Board on our business and management team, and drives the PVH+ Plan, his multi-year strategy for PVH’s next chapter of growth. | • Ralph Lauren Corporation (2015 to 2017) • The RealReal, Inc. (2019 to 2020) |

  14. Nominees for Election

    | G. Penny McIntyre | | Former Chief Executive Officer, Sunrise Senior Living, LLC | | Independent Age: 62 Director Since 2015 Committee • Corporate Responsibility (Chair) | Experience | | | | • Chief Executive Officer of Sunrise Senior Living, LLC (a provider of senior living services) from November 2013 to May 2014 • President of the Consumer Group of Newell Brands from 2011 to 2012 • Group President of Newell Brands’ Office Products Group from 2009 to 2012 • Senior Vice President, General Manager, Functional Beverages (overseeing still beverages, such as water, tea and coffee) at The Coca-Cola Company, after holding a series of marketing positions of escalating responsibility, including Group Marketing Director, Europe, Asia and Middle East | | | | Expertise | Other public company boards | | | Ms. McIntyre has extensive general management experience gained through operating consumer packaged goods businesses in multiple channels across multiple geographies. She has led sales, marketing and operations teams in Europe, Africa, Japan and the U.S. She has a background in consumer insights, brand building and digital commerce gained through her employment with Coca-Cola, Newell Brands and SC Johnson Wax. | • None |

  15. Nominees for Election

    | Amy McPherson | | Principal investor and consultant; Retired President and Former Managing Director, Europe, Marriott International, Inc. | | Independent Age: 62 Director Since 2017 Committees • Audit & Risk Management • Nominating, Governance & Management Development (Chair) | Experience | | | | • Principal investor and consultant to a kids-focused media business • President and Managing Director, Europe at Marriott (a global lodging company) from 2009 to 2019 • Joined Marriott in 1986 and served in roles of increasing responsibility, including Executive Vice President of Global Sales and Marketing, Senior Vice President of Business Transformation and Integration, and Vice President of Finance and Business Development | | | | Expertise | Other public company boards | | | Ms. McPherson has considerable experience in overseeing business operations and development in Europe, having overseen multiple brands of hotels for Marriott, the world’s largest hotel company. She has overseen acquisitions and strategic partnerships and implemented and executed strategies on both a regional and global basis. In addition, Ms. McPherson has experience managing Marriott’s global and field sales, marketing, loyalty program, revenue management, e-commerce, worldwide reservation sales and customer care, and sales channel strategy and analysis. | • Royal Caribbean Cruises Ltd. (since 2020) |

  16. Nominees for Election

    | Allison Peterson | | Former Chief Customer Officer, Best Buy Co., Inc | | Independent Age: 49 Director Since 2021 Committees • Compensation • Nominating, Governance & Management Development | Experience | | | | • Executive Vice President, Chief Customer Officer at Best Buy (a leading provider of technology products, services and solutions) from 2020 to 2023 • Chief Customer and Marketing Officer at Best Buy from 2019 to 2020 • President, E-Commerce at Best Buy from 2017 to 2018 • Vice President, Category Marketing at Best Buy from 2015 to 2017 • Previously worked in merchandising and demand planning at Target Corporation | | | | Expertise | Other public company boards | | | Ms. Peterson has extensive experience in omni channel retail, where she has delivered seamless and innovative customer experiences, driven customer loyalty and delivered top and bottom-line growth. She has established and advanced strategy and driven innovation and transformation at scale by understanding the evolving needs of consumers. She has a proven track record of building brands and driving customer engagement by leveraging data, analytics and technology. Ms. Peterson also has knowledge of various aspects of the apparel industry from her time at Target Corp. | • None |

  17. Nominees for Election

    16 / PVH Corp. 2024 Proxy Statement / Proposal 1: Election of Directors

  18. Nominees for Election

    | Amanda Sourry | | Former President, Unilever North America | | Independent Age: 60 Director Since 2016 Committees • Compensation (Chair) • Nominating, Governance & Management Development | Experience | | | | • President of Unilever North America (a personal care, foods, refreshment, and home care consumer products company) from 2018 to 2020 • Head of Global Customer Development at Unilever from 2018 to 2019 • President, Global Foods Category at Unilever plc from 2015 to 2017 • Executive Vice President, Global Haircare at Unilever from 2014 to 2015 • Executive Vice President of Unilever U.K. and Ireland from 2010 to 2014 | | | | Expertise | Other public company boards | | | Ms. Sourry has extensive global marketing and business experience in consumer products and customer development, including overseeing Unilever’s digital efforts. She has held roles in the U.S. and throughout Europe and served in global product positions. Ms. Sourry was actively involved in Unilever’s global diversity, gender balance and sustainability initiatives. | • The Kroger Co. (since 2021) |

  19. Director Nominee Skills

    Director Nominee Skills We believe our directors should possess high personal and professional ethics and integrity and be committed to representing the long-term interests of our stockholders. We endeavor to have a Board representing a range of experience in areas that are relevant to the global nature of our operations and the PVH+ Plan. We believe that the following are key areas of experience, qualifications and skills that should be represented on the Board.

  20. Director Nominee Skills

    | C-Suite Experience | Experience in a C-suite position enables a director to provide us with valuable insight into organizational behavior and processes, an understanding of strategy development and execution, important knowledge about a range of challenges and issues facing large companies, and deep functional expertise. | | Business Unit Leadership Experience | Directors with business leadership experience within a large enterprise offer us practical and tested perspectives on oversight of organization and strategic planning, including in the areas of talent development, driving change and long-term growth. | | Financial Expertise | Knowledge of financial markets, financing and financial reporting processes enables a director to provide us with effective oversight and advice in respect of our financial position, financing activities and capital structure and financial reporting. | | Consumer Products or Services | Directors with expertise in consumer products and services have experience and perspectives that are essential to the execution of our growth strategy and efforts to increase market share in a competitive industry. | | Digital/E-commerce | In-depth knowledge of or experience with digital transformations and digital workflows enables a director to provide us with insight and advice in support of our digital-first, 360-degree consumer engagement to win with and meet consumers on their terms in new and engaging ways. | | Technology/Cyber Risk/Information Security | Directors with a background or experience in information technology/software, cybersecurity or technology can offer valuable perspectives on the development of advanced technologies and innovative solutions, and also serve a critical role in the Board’s oversight of cybersecurity risks. | | Regulatory/Corporate Governance | Directors with knowledge of the legal and regulatory framework in which we operate help evaluate risks and how our business may be impacted by governmental actions, public policy, and regulatory changes and enforcement, and also ensure that the Board performs its obligations and operates with stockholders in mind in all regards. | | International Experience | Directors who have conducted business or operations outside of the United States provide perspectives and insights on international business, politics and culture that are invaluable to a global company with operations and sales around the world. | | Risk Management | Knowledge and experience in managing major risk exposures for complex, large organizations, including significant financial, operational, compliance, reputational, strategic, international and cybersecurity risks, enable a director to provide input critical to the Board’s risk oversight role. | | Sales/Marketing/Public Relations | Directors with expertise in brand development, marketing and sales at a global scale and in local markets can provide important support to our PVH+ Plan strategy. | | Strategic Planning/Development | Directors with proficiency in overseeing long-term business transformations and mergers and acquisitions have the knowledge to provide advice and insight into matters such as our M&A activities, licensing opportunities, and decisions to form joint ventures or make strategic investments. | | Human Capital Management | Human resources (including people and culture) experience is increasingly important to our success, and directors having this expertise can be key to executing our strategies for hiring talent, rightsizing our organization, developing high potential and high performing talent, and creating the culture we seek to help our businesses grow and thrive. |

  21. Director Nominee Skills

    | Diversity/Equity/Inclusion | We have a strong commitment to diversity, equity and inclusion, and directors with a background, education or operational skills in building an inclusive work environment, including attracting, retaining, promoting and developing diverse talent, can provide important insight and advice in our efforts to continue to create a community in which every individual is valued and every voice is heard. | | Climate | Directors with experience in environmental issues and sustainability strengthen the Board’s oversight of environmental and climate risks, which are significant in our industry, and provide insight into tools and processes that can help us meet the extensive regulatory requirements developing worldwide around sustainability marketing, labeling, reporting and the like. |

  22. Director Nominee Skills

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

  23. Director Nominee Skills

    | | Ajay Bhalla | Michael M. Calbert | Brent Callinicos | George Cheeks | Stefan Larsson | G. Penny McIntyre | Amy McPherson | Allison Peterson | Amanda Sourry | | Operating Experience | | | | | | | | | | | Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or Chief Accounting Officer (or performing similar functions) | | ● | ● | | ● | ● | | | | | Business Unit Chief Executive Officer, President, Chief Operating Officer or similar leadership position | ● | | ● | ● | ● | ● | ● | ● | ● | | Financial Expertise | | ● | ● | | ● | | ● | | | | Industry Experience | | | | | | | | | | | Consumer Products or Services | ● | ● | ● | | ● | ● | ● | ● | ● | | Digital/E-commerce | ● | | ● | | ● | ● | ● | ● | ● | | Technology/Cyber Risk/Information Security | ● | | ● | | | | ● | | | | Regulatory/Corporate Governance | ● | ● | ● | | | | | | | | International Experience | | ● | ● | ● | ● | ● | ● | | ● | | Risk Management | ● | ● | ● | | | | | | | | Sales/Marketing/Public Relations | ● | | ● | | ● | ● | ● | ● | ● | | Strategic Planning/Development | ● | ● | ● | | ● | ● | ● | ● | ● | | Human Capital Management | | | | ● | ● | ● | ● | | ● | | Diversity/Equity/Inclusion | ● | | ● | ● | | ● | ● | | ● | | Climate | ● | | ● | | | | | | ● |

  24. Director Nominee Skills

    | ● | Experience obtained as a result of directly overseeing a business function | | ● | C-suite experience managing a business with this component or experience obtained as a result of directly overseeing this function | | ● | C-suite experience managing a business with international operations |

  25. Director Nominee Skills

    | Diversity The Nominating, Governance & Management Development Committee considers the diversity of the Board and potential candidates in selecting new directors. In connection with the current Board refreshment program, the Committee has instructed search and recruiting firms to include female and diverse candidates in all pools of prospective directors that they present, but does not have a specific diversity policy. In practice, the Committee reviews whether a candidate would contribute to the diversity of skills, abilities, and experience represented in our skills matrix, as well as the candidate’s race, ethnicity, gender identity and sexual orientation. We are proud of the diversity of backgrounds that characterizes our current Board of Directors, including that over half of our nominees for director are women or members of underrepresented minorities, and we believe the Board’s diversity provides significant benefits to PVH. | Board Diversity Matrix | | | | | | Number of Director Nominees: 9 | | | | | | | Female | Male | Non-Binary | | | Part I: Gender Identity | | | | | | Directors | 4 | 5 | 0 | | | Part II: Demographic Background | | | | | | African American or Black | 0 | 0 | 0 | | | Alaskan Native or Native American | 0 | 0 | 0 | | | Asian | 0 | 1 | 0 | | | Hispanic or Latinx | 0 | 0 | 0 | | | Native Hawaiian or Pacific Islander | 0 | 0 | 0 | | | White | 4 | 3 | 0 | | | Two or More Races or Ethnicities | 0 | 1 | 0 | | | LGBTQIA+ | 0 | 1 | 0 | | | Did Not Disclose Demographic Background | 0 | 0 | 0 |

  26. Director Compensation

    Director Compensation

  27. 2023 Compensation

    | | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Total ($) | | Ajay Bhalla | 120,000 | 180,056 | 300,056 | | Michael M. Calbert | 125,000 | 380,118 | 505,118 | | Brent Callinicos | 127,236 | 180,056 | 307,292 | | George Cheeks | 117,875 | 180,056 | 297,931 | | G. Penny McIntyre | 125,000 | 180,056 | 305,056 | | Amy McPherson | 141,750 | 180,056 | 321,806 | | Allison Peterson | 122,833 | 180,056 | 302,889 | | Amanda Sourry | 145,000 | 180,056 | 325,056 | | Former Directors | | | | | Joseph B. Fuller3 | 55,542 | N/A | 55,542 | | V. James Marino3 | 57,000 | N/A | 57,000 | | Edward R. Rosenfeld4 | 137,347 | 180,056 | 317,403 |

  28. 2023 Compensation Highlights

    2023 Compensation Highlights In 2023, we made important improvements to ensure our compensation program continues to align executive compensation with the PVH+ Plan strategy goals and with best practices and to further the pay-for-performance impact of our incentive compensation. • Annual bonus awards were made subject to two financial measures: Revenue growth, a key PVH+ Plan goal, and EBIT, at the company level and, in some cases, the business unit level. The weightings assigned to each performance metric for the NEOs’ 2023 bonus awards varied based on each NEO’s sphere of responsibility. • PSU awards were made subject to two financial measures: Return on invested capital and relative TSR, in each case over a three-year performance period, evenly weighted. ROIC replaced the EBIT metric that had been used in the past. • All performance-based incentive awards are now subject to different performance measures. In addition, earnings is no longer a factor in long-term and short-term incentive awards. • We granted PSUs to all of our executive officers. In recent years, our executive officers who were not NEOs received all of their equity awards in the form of RSUs. In 2023, awards to these executives were 50% PSUs and 50% RSUs. Annual bonus award payouts were slightly above target for total company performance, as revenue was slightly below our guidance (and the consequent performance goal at target), and EBIT was slightly above the target goal. On a business unit basis: • Calvin Klein Global was at target in terms of revenue and slightly above target in respect of EBIT. • Tommy Hilfiger Global was slightly below target for both the revenue and EBIT measures. • PVH Europe performance was slightly below target on a revenue basis and over 10% below target for EBIT. The table below shows the principal elements of the compensation program for our Named Executive Officers and the target values attributable to each element for 2023, subject to the following: • Annual bonuses are shown at the target-level payouts. • RSUs, stock options and performance share units are shown at the grant date value. 1 Awards to the Chief Executive Officer are subject to an additional one-year holding period for the after-tax shares delivered when the award pays out. 2 Amounts shown for Ms. Serrano are at a full-year values and do not reflect that she joined PVH in March 2023. Includes 11,936 RSUs (grant date value of $1,000,237) awarded to Ms. Serrano. See page 53. These RSUs vested 50% in December 2023 and will vest 25% on each of the second and third anniversaries of the grant date.

  29. Compensation Governance

    | Our Compensation Practices (What We Do) | Prohibited Practices (What We Don’t Do) | | We regularly engage with stockholders regarding our compensation practices. The Chair of the Compensation Committee is available at our Annual Meeting to answer questions. Most executive compensation varies based on the 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 particular performance goal. 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 stockholder value and align with investor priorities. Our NEOs are subject to stringent stock ownership guidelines — 6x base salary for the CEO, 3x base salary for the CFO and the other currently active 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.” Our disclosure of our compensation program and each NEO’s compensation package is comprehensive and transparent. Our Clawback Policy 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. The Compensation Committee consists of four 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. | We do not grant awards to our NEOs solely for retention purposes 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 the opportunity to receive the same payout so long as one of the targets is satisfied. We do not permit repricing of underwater stock options. We do not pay dividends on unvested RSUs or accrue dividends or dividend equivalents on unvested PSUs. 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 permit our NEOs to pledge PVH securities, hold PVH securities in a margin account, or engage in hedging or similar transactions. We do not provide any special benefits or compensation upon the death of an NEO. NEO employment agreements do not include long-term compensation in the calculation of the amount of severance payable. |

  30. Performance-focused

    Performance-focused The bulk of each Named Executive Officer’s total direct compensation opportunity consists of short-term and long-term incentive awards that pay out only if we achieve specific financial and strategic targets. Our equity awards are tied to our stock price performance over time. The design of our compensation program, which takes a pay for performance approach, remained unchanged. We did make changes within the incentive compensation component of the program by adding an additional financial measure to the short-term, annual bonus awards and changing one of the financial measures for our long-term PSU awards. Our program overall incentivizes our executive officers to improve PVH’s financial performance, profitably grow our brands, increase long-term stockholder value, and achieve our PVH+ Plan growth drivers – and reward them only to the extent they attain these objectives. The changes to the awards mentioned above were to reflect one of our PVH+ Plan targets and incentivize additional performance improvements for the benefit of stockholders.

  31. Competitive

    Competitive We believe that our compensation program must help PVH attract and retain talent. An organization of our size and breadth can only operate effectively and profitably if it is managed by a team of talented executives who have the necessary experience and skill sets. We apply a total compensation focus when we establish compensation packages for our executives, comparing the total potential amount of each pay element (base, annual bonus and long-term equity award) that each Named Executive Officer can earn to the compensation awarded to the most comparable executives at the companies in our compensation peer group. (For more information on the compensation peer group, see “Compensation Peer Group” on page 56.)

  32. Elements of Compensation

    | 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 an incentive cash award if PVH achieves predetermined financial performance goals. 3. Stock Options under the 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 Stock Incentive Plan, which directly align recipients’ long-term interests with those of our stockholders by mimicking the value of our common stock. 5. Performance Share Units under the Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term financial performance goals. |

  33. Considerations when setting compensation

    Considerations when setting compensation Every year the Compensation Committee reviews the compensation packages for each of our Named Executive Officers. This review considers the NEOs’ respective base salaries, the annual bonus and PSU award structure, the grant date value of the NEOs’ equity awards, and the allocation among the compensation elements. We do not prescribe a specific formula for the mix of pay elements other than to favor variable performance-based pay over fixed, and long-term pay over short-term and, generally, an even split between RSU and PSU award values each year. When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the median compensation for comparable executives within our compensation peer group. (For more information, see “Compensation Peer Group” on page 56.) The Compensation Committee obtains input from the independent compensation consultant and also considers factors, such as:

  34. Authority to grant equity awards

    Authority to grant equity awards The Compensation Committee has sole authority to grant equity awards to the NEOs. The Committee has delegated limited authority to our Chief People Officer to make equity awards to PVH associates (other than our Section 16 officers and the other members of our Executive Leadership Team), principally in connection with promotions and new hires. Pursuant to this authority, the Chief People Officer may grant annually, restricted stock units with an aggregate grant date value of $5 million and a maximum value in one year to any one associate of $500,000. The Committee receives a report annually on the awards granted pursuant to this delegation of authority.

  35. Understanding long-term value of executive compensation

    Understanding long-term value of executive compensation The Compensation Committee reviews a number of data points, including the number of outstanding equity shares relative to share price value to assess the full value of our executives’ compensation and total rewards over multiple years. The Committee reviews prior year compensation and proposed compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites, and benefits. This information enables the Committee to evaluate the full range of executive compensation; understand the magnitude of potential payouts in the event of retirement, change in control, and other events resulting in termination of employment; and consider changes to our compensation program, arrangements and plans in light of “best practices” and market trends.

  36. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee has retained ClearBridge Compensation Group as its independent compensation consultant. The Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees. ClearBridge meets and works with the Compensation Committee, our Chief Executive Officer, our Chief People Officer, and our Total Rewards function to develop each year’s compensation packages and overall compensation program. The Committee instructs the compensation consultant to provide certain information, analysis and recommendations to facilitate the Committee’s annual review of the compensation program and related matters. The principal focus areas in 2023 were whether to maintain our overall program design and how to improve the elements of the program to serve the PVH+ Plan and other interests, as the overall design was maintained. The compensation consultant provides competitive benchmarking, and also helps the Committee assess risks in our compensation program, identify appropriate peer groups and potential changes to the companies included in them, review executive retention considerations relating to compensation program construction, including stock awards, and address governance issues with respect to executive compensation practices. ClearBridge 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.

  37. Overview

    | Program Element | Fiscal Year 2023 Design Changes | Rationale | Fiscal Year 2023 Financial Performance Metrics | | Annual bonus awards | Added corporate and business unit revenue as a performance metric | Revenue growth is a key goal of the PVH+ Plan | with a discretionary strategic modifier Corporate NEOs’ awards are based entirely on corporate results Awards for NEOs who lead business units are based partly on corporate results and partly on the results for their business units | | Performance share units | Replaced the EBIT performance metric with ROIC | The new ROIC metric focuses on building long-term value and recognizes the role of our most senior leaders in influencing capital investment decisions Removing the EBIT metric eliminates the previous overlap in metrics for the long- and short-term incentive awards | |

  38. Overview

    | Pay element | Compensation Approach | Compensation Decisions for 2023 | | Base salary | ∙ Committee considers time between salary increases, whether the NEO was recently promoted or assumed additional responsibilities, the NEO’s advancement potential, and whether the NEO executed special or difficult assignments during the year | ∙ No base salary increases were awarded to our NEOs in 2023 | | Short-Term incentives (Annual bonuses under our Performance Incentive Bonus Plan) | ∙ Total PVH earnings performance metrics for all NEOs: EBIT and Revenue ∙ Business unit earnings performance metrics added for NEOs with divisional responsibilities: EBIT and Revenue ∙ Awards can be modified based on strategic performance criteria ∙ Performance goals established around the end of the first quarter ∙ Threshold and maximum performance goals typically +/- 5-7% of target on Revenue performance and +/- 20% of target on EBIT performance. ∙ Certification of financial results subject to pre-approved list of adjustments and exclusions | ∙ The performance measures for the annual bonus awards made to the NEOs achieved 107% of target for Total PVH performance; 116% of target for Calvin Klein Global; 71% for Tommy Hilfiger Global; and 68% for PVH Europe. | | Long-Term incentives (Combination of RSUs, stock options and PSUs) | ∙ Stock options and RSUs vest at a rate of 25% on each of the first four anniversaries of the grant date (assuming continued employment) ∙ PSUs are subject to relative TSR against the custom comparator group (50%) and ROIC (50%), each for a three-year performance period. ∙ Payouts of PSU awards for our CEO are subject to a one-year holding period after vesting | ∙ All Executive Leadership Team members now receive PSU awards, with all receiving 50% of their equity award value in PSUs and the balance delivered in a combination of options and RSUs or RSUs only ∙ Replaced 50% EBIT with 50% ROIC in our PSU measures to focus on building long-term value, recognize how our most senior leaders influence capital investment decisions, and differentiate the performance metrics for our short- and long-term incentive awards. ∙ Maintained 50% measure in our PSU program on relative TSR. |

  39. Short-Term Incentives – Performance Incentive Bonus Plan

    Short-Term Incentives – Performance Incentive Bonus Plan

  40. Short-Term Incentives – Performance Incentive Bonus Plan

    | 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-taking. As evidence of this rigor, over the past five years, our performance against the goals established for bonuses has varied significantly, ranging from slightly above threshold to maximum. Considerations We believe annual bonuses are appropriate to motivate our NEOs to execute against the budget and business plans approved by the Board each year. These budgets typically are the basis of our earnings and other guidance, assessments of our performance in earnings releases, and discussions with investors. We generally align performance metrics for annual bonus awards to our annual budgets and establish the goals and payout opportunities around the end of the first quarter. | |

  41. Short-Term Incentives – Performance Incentive Bonus Plan

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

  42. Short-Term Incentives – Performance Incentive Bonus Plan

    | 1 Potential bonus payout 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 and against which they are individually assessed. |

  43. Potential bonus payouts

    Potential bonus payouts The Compensation Committee sets threshold, target and maximum payout opportunities for each NEO, expressed as a percentage of the NEO’s base salary. The payout opportunities approved in 2023 are set forth below.

  44. Potential bonus payouts

    | | Standard Payout Opportunities (Percent of base salary) | | | | | | | Threshold | Target | Maximum | Base Salary | Target Bonus | | Stefan Larsson | 50 | 200 | 400 | $1,300,000 | $2,600,000 | | Zachary J. Coughlin | 25 | 100 | 200 | $850,000 | $850,000 | | Martijn Hagman | 25 | 100 | 200 | €1,000,000 | €1,000,000 | | Eva Serrano | 25 | 100 | 200 | $850,000 | $850,000 | | Julie A. Fuller | 18.75 | 75 | 150 | $730,000 | $547,500 |

  45. Corporate EBIT and Revenue

    Corporate EBIT and Revenue Corporate (which refers to our consolidated performance) EBIT and revenue goals were based on internal business plans reviewed with and approved by the Board at the time the goals were established and were subject to adjustment for agreed-upon exclusions. Once the target goals were determined, we set the threshold and maximum performance goals. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business conditions. The range for 2023 was approximately 80% to 115% on EBIT and 95% to 105% on revenue. We believe this range appropriately recognized the uncertain and volatile market conditions and reflects the role annual bonuses play in incentivizing and retaining senior executives. The performance goals and actual results for the awards made in 2023 are set forth below.

  46. Business unit EBIT and Revenue

    Business unit EBIT and Revenue A majority of the annual bonus opportunities for Mr. Hagman and Ms. Serrano were based on the EBIT and revenue of the business units they lead. As with the corporate EBIT and revenue goals, the threshold-to-maximum range was approximately 80% to 115% on EBIT and 93% to 105% on revenue. The performance goals applicable to each of these NEOs are set forth below, as well as the actual results for the awards made in 2023.

  47. 2023 annual bonus payouts

    2023 annual bonus payouts In 2023, our EBIT (as calculated for bonus purposes) for both total PVH performance and for our NEOs’ business units were approximately at target, with total PVH being 102%, Calvin Klein Global achieving 103%, Tommy Hilfiger Global achieving 91% and PVH Europe achieving 88%. Revenue performance was similar, with total PVH being 99%, Calvin Klein Global achieving 101%, Tommy Hilfiger Global achieving 97% and PVH Europe achieving 100%. The resulting payouts were 107% of target for the corporate NEOs, 80% of target for Mr. Hagman, and 113% of target for Ms. Serrano. Below are the performance goals established for 2023 and the actual performance achieved.

  48. 2023 annual bonus payouts

    | Corporate EBIT and Revenue Goals | | | | | | | Threshold | Target | Maximum | Actual | | PVH EBIT | $745,000,000 | $929,466,000 | $1,070,000,000 | $951,795,000 | | PVH Revenue | $8,900,000,000 | $9,367,221,000 | $9,800,000,000 | $9,307,781,000 |

  49. 2023 annual bonus payouts

    | Business unit EBIT and Revenue Goals | | | | | | | NEO | Business unit | Threshold | Target | Maximum | Actual | | Martijn Hagman | Tommy Hilfiger Global EBIT | €565,000,000 | €706,584,000 | €810,000,000 | €645,270,000 | | | Tommy Hilfiger Global Revenue | €4,325,000,000 | €4,668,430,000 | €4,900,000,000 | €4,530,296,000 | | | PVH Europe EBIT | €526,733,000 | €658,417,000 | €755,000,000 | €578,047,000 | | | PVH Europe Revenue | €3,775,000,000 | €4,054,194,000 | €4,250,000,000 | €4,034,915,000 | | Eva Serrano | Calvin Klein Global EBIT | $475,000,000 | $590,562,000 | $680,000,000 | $610,836,000 | | | Calvin Klein Global Revenue | $3,596,077,000 | $3,828,163,000 | $4,000,500,000 | $3,851,101,000 |

  50. Final bonus calculations

    Final bonus calculations Annual bonus payout calculations for Messrs. Larsson and Coughlin and Ms. Fuller:

  51. Final bonus calculations

    | Base salary × target bonus percentage | × | attainment of corporate EBIT metric × .75 + attainment of corporate revenue metric × .25 |

  52. Final bonus calculations

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

  53. Final bonus calculations

    | Base salary × target bonus percentage × attainment of corporate EBIT metric × .75 + attainment of corporate revenue metric × .25 × .3 | + | Base salary × target bonus percentage × attainment of applicable business unit EBIT metric × .75 + attainment of applicable business unit revenue metric × .25 × .7 |

  54. Final bonus calculations

    For Ms. Serrano, the applicable business unit is Calvin Klein Global. For Mr. Hagman, the applicable business units are Tommy Hilfiger Global and PVH Europe. The calculation of the actual bonus payout amounts is shown below.

  55. Final bonus calculations

    | | Corporate potential payouts (% of base salary) | | | | Payout on corporate (as % of base salary) | Business unit potential payouts (% of base salary) | | | | Payout on business unit (as % of base salary) | Total annual bonus ($/€ and as % of base salary) | | NEO | Measure | Threshold | Target | Maximum | | Measure | Threshold | Target | Maximum | | | | Stefan Larsson | EBIT Revenue | 37.5 12.5 | 150 50 | 300 100 | 168.50% 45.66% | | | | | | $2,784,080 214.16% | | Zachary J. Coughlin | EBIT Revenue | 18.75 6.25 | 75 25 | 150 50 | 84.25% 22.83% | | | | | | $910,180 107.08% | | Julie A. Fuller | EBIT Revenue | 14.06 4.69 | 56.25 18.75 | 112.5 37.5 | 63.19% 17.13% | | | | | | $586,263 80.31% | | Martijn Hagman | EBIT Revenue | 5.63 1.88 | 22.5 7.5 | 45 15 | 25.27% 6.85% | | | | | | €803,970 80.40% | | Tommy Hilfiger Global | | | | | | EBIT Revenue | 3.75 1.25 | 15 5 | 30 10 | 10.69% 3.49% | | | PVH Europe | | | | | | EBIT Revenue | 9.38 3.13 | 37.5 12.5 | 75 25 | 22.24% 11.85% | | | Eva Serrano1 | EBIT Revenue | 5.63 1.88 | 22.5 7.5 | 45 15 | 25.27% 6.85% | | | | | | $873,028 113.41% | | Calvin Klein Global | | | | | | EBIT Revenue | 13.13 4.38 | 52.5 17.5 | 105 35 | 61.45% 19.83% | |

  56. Final bonus calculations

    1 Payout amount prorated based on actual days of service. Ms. Serrano joined PVH on March 6, 2023.

  57. Long-Term Incentives — Stock Options and Restricted Stock Units

    Long-Term Incentives — Stock Options and Restricted Stock Units

  58. Objective

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

  59. Considerations

    Considerations We grant restricted stock units because they mimic stockholders’ interests. Stock price performance has the same effect on holders of restricted stock units as it does on holders of our common stock. Additionally, RSUs serve as a constant incentive, regardless of fluctuations in price. Stock options provide an incentive to recipients to increase stockholder value over the long term. The value of a stock option is determined by how much the price of the underlying stock appreciates over the life of the option; an option has no value if the stock price does not increase. We believe that stock options have the potential to deliver more value to an executive than restricted stock units. We believe that using a combination of stock options and restricted stock units is consistent with our compensation philosophy, as both forms of award align our executives’ interests with stockholder interests in different ways.

  60. 2023 decisions

    2023 decisions We made annual grants of restricted stock units and, other than Ms. Serrano, stock options to all of our NEOs in April. These awards will vest at a rate of 25% on each of the first four anniversaries of the grant date (provided the recipient remains employed by PVH). Annual stock option awards expire ten years after the grant date if not exercised. Grantees receive shares of our common stock when restricted stock units vest in a number equal to the number of vested restricted stock units. We withhold shares with a value on the vesting date at least equal to the associated taxes unless the grantee elects another means of paying the taxes due upon vesting (such as paying cash or delivering owned shares with the necessary value). In addition to the regular annual grant of restricted stock units, Ms. Serrano received a one-time sign-on award of 11,936 RSUs in April 2023 to make up for awards forfeited from her previous employer when she joined PVH. These RSUs had a grant date value of $1,000,237. Half of the award vested in December 2023 and 25% will vest on each of the second and third anniversaries of the grant date.

  61. Long-Term Incentives — Performance Share Units

    Long-Term Incentives — Performance Share Units

  62. Objective

    Objective Annual grants of PSUs under our Stock Incentive Plan provide compensation that is at risk and contingent on the achievement of pre-determined performance goals over an extended period. Performance share units align with stockholder interests because their value will increase or decrease in tandem with stock price performance. Performance share units have retentive value over the three-year performance cycle given the upside potential if performance goals are met or exceeded.

  63. Considerations

    Considerations Performance share unit awards granted in 2023 are subject to performance against two equally-weighted performance measures. The awards will be earned (or not) based on overall performance against PVH’s three-fiscal year average ROIC and relative total stockholder return against the custom comparator group over a three-year performance cycle from the date of grant. We believe this structure encourages a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our stockholders. The Compensation Committee regularly reviews the financial metrics and considers alternatives. In 2023, the Compensation Committee replaced the three-year EBIT measure that was used for PSU awards granted in 2022 because a three-year average ROIC metric better aligns with the PVH+ Plan growth drivers and we already had an EBIT performance metric in the short-term incentive plan. The three-year TSR measure is based on a comparison of PVH performance against a custom, industry-appropriate group of 45 companies identified below. These companies operate in similar industries and use similar distribution channels.

  64. Performance measures

    Performance measures The Compensation Committee set performance goals for the ROIC and relative TSR metrics for the relevant three-year period, as set forth below. The relative TSR goals are at the same percentile ranks as they have been for several years.

  65. Performance measures

    | | Weight | Threshold* | Target* | Maximum* | | Average ROIC (three-year period) | 50% | 30% | 34% | 38% | | Relative TSR (percentile) (three-year period) | 50% | 30th | 55th | 80th |

  66. Performance measures

    * These goals are presented solely for the purpose of describing our compensation program. They are not management’s estimates of results or other guidance. Investors should not apply these goals to other contexts. Payouts for performance between goals would be calculated on a straight-line interpolation basis. The following table shows the aggregate potential payouts and the aggregate number of shares each payout represents based on the April 6, 2023, grant date. To reinforce the long-term focus these awards are meant to create, our Chief Executive Officer is required, for one year after awards vest, to hold the after-tax shares he receives. This holding requirement is in addition to his stock ownership requirement.

  67. Performance measures

    | NEO | Threshold ($)1 | Threshold (# shares) | Target ($)1 | Target (# shares) | Maximum ($)1 | Maximum (# shares) | | Stefan Larsson | 2,413,775 | 28,804 | 4,827,550 | 57,608 | 9,655,101 | 115,216 | | Zachary J. Coughlin | 664,366 | 7,928 | 1,328,733 | 15,856 | 2,657,466 | 31,712 | | Julie A. Fuller | 261,791 | 3,124 | 523,582 | 6,248 | 1,047,165 | 12,496 | | Martijn Hagman | 603,863 | 7,206 | 1,207,726 | 14,412 | 2,415,451 | 28,824 | | Eva Serrano | 302,015 | 3,604 | 604,030 | 7,208 | 1,208,061 | 14,416 |

  68. Performance measures

    1 The award values are equal to the number of shares multiplied by $83.80, 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 64.

  69. Pay for Performance

    Pay for Performance We do not adjust performance measures or goals for outstanding awards that we believe will not pay out. Consistent with that practice, we did not alter the performance measures or goals for outstanding PSU awards that had performance goals that were unlikely to be attained due to macroeconomic conditions. We generally consider PSU awards to be part of the compensation paid to the NEOs in the last full year of the performance cycle even though the performance periods do not align fully with fiscal years. As such, the payouts of the awards granted in September 2020 and April 2021 are considered part of the applicable NEOs’ 2023 compensation.

  70. Payouts of Prior Performance Share Unit Awards

    Payouts of Prior Performance Share Unit Awards Payouts of Performance Share Unit Awards for the 2020 – 2023 Performance Cycle We made awards of performance share units in 2020. As with the other stock awards made in 2020, we made these awards in two tranches, one in April and one in September. The April award had a performance cycle generally covering the second quarter of 2020 through the first quarter of 2023, while the second award had a performance cycle generally covering the second half of September 2020 through the first half of September 2023. Messrs. Larsson and Hagman were among those who received awards. However, Mr. Hagman was not eligible for a PSU award in April. Instead, he received an award in June in connection with his promotion at the time, which had a comparable performance period to the other awards. These awards were subject to achievement of absolute stock price growth and relative TSR against prescribed targets. The performance goals for these cycles were as follows:

  71. Payouts of Prior Performance Share Unit Awards

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

  72. Payouts of Prior Performance Share Unit Awards

    Our compound annual growth in stock price and our relative TSR were as follows: • 17.1% and 64th percentile for the performance cycle relating to the April award; • 18.79% and 72nd percentile for the performance cycle relating to the June award; and • 6.55% and 37.6th percentile for the performance cycle relating to the September awards. As a result, Messrs. Larsson and Hagman received aggregate payouts of their respective combined awards between target and maximum levels on a straight-line interpolation, as follows:

  73. Payouts of Prior Performance Share Unit Awards

    | | Shares (#) | | | | Amount ($) | | Name | Threshold | Target | Maximum | Actual | Actual | | Stefan Larsson | 12,053 | 24,106 | 48,212 | 31,086 | 2,594,385 | | Martijn Hagman | 1,414 | 2,827 | 5,654 | 3,521 | 286,550 |

  74. Payouts of Prior Performance Share Unit Awards

    Payouts of Performance Share Unit Awards for the 2021 – 2024 Performance Cycle We made awards of performance share units in 2021. Messrs. Larsson and Hagman and Ms. Fuller were among those who received awards. These awards were subject to achievement of EBIT over a one-year performance period, with an overall three-year vesting period, and relative TSR against prescribed targets over a three-year performance period. The performance goals for these cycles were as follows:

  75. Payouts of Prior Performance Share Unit Awards

    | | Weight | Threshold | Target | Maximum | | EBIT (one-year) | 50% | $512,500,000 | $643,824,000 | $775,000,000 | | Relative TSR (percentile) (three-year) | 50% | 30th | 55th | 80th |

  76. Payouts of Prior Performance Share Unit Awards

    Our EBIT and relative TSR were $983,494,000 and 52nd percentile respectively. As a result, Messrs. Larsson and Hagman and Ms. Fuller received payouts on a straight-line interpolation between target and maximum levels, as follows:

  77. Payouts of Prior Performance Share Unit Awards

    | | Shares (#) | | | | Amount ($) | | Name | Threshold | Target | Maximum | Actual | Actual | | Stefan Larsson | 15,292 | 30,584 | 61,168 | 45,045 | 5,116,211 | | Martijn Hagman | 1,226 | 2,452 | 4,904 | 3,612 | 410,251 | | Julie A. Fuller1 | 967 | 1,933 | 3,866 | 2,847 | 323,362 |

  78. Payouts of Prior Performance Share Unit Awards

    1 The shares amounts corresponding to Ms. Fuller’s potential and actual payouts were prorated to reflect the actual number of days she was employed during the applicable performance cycles.

  79. Competitive Pay for Performance

    Competitive Pay for Performance

  80. Compensation Peer Group

    Compensation Peer Group All of the companies in the compensation peer group are involved in the wholesale or retail sales of apparel and related products, use similar channels of distribution, and are comparable in size to PVH. The Compensation Committee reviews, considers, and approves the peer group annually after receiving input from ClearBridge regarding potential additions to or deletions from the group. Factors deliberated include changes to a peer company’s business that make our companies less comparable; pending acquisitions involving a peer company; a material change in a peer company’s financial condition or results of operations; and a diminution in the amount and quality of compensation information available regarding a peer company’s executives. The Compensation Committee considers a number of factors when determining compensation targets and annual awards, including financial performance, achievement of PVH+ Plan growth drivers, and compensation benchmark data from peer companies compiled by ClearBridge. The Committee does not tie NEO compensation to any particular level in comparison to the peer group. Instead, the compensation benchmark data is used to ensure our compensation remains market-competitive. The compensation peer group companies (when selected) had revenues for their most recently completed fiscal years between approximately 50% and 200% of our annual revenue, as shown below.

  81. Compensation Peer Group

    | Company | Industry | Most Recent Fiscal Year Revenue ($000) | Enterprise Value (as of 2/2/24) ($000) | | | Ross Stores, Inc. | Apparel Retail | $20,377 | $49,653 | | | The Estée Lauder Companies Inc. | Personal Care Products | $15,910 | $56,042 | | | The Gap, Inc. | Apparel Retail | $14,889 | $11,543 | | | V.F. Corporation | Apparel, Accessories and Luxury Goods | $11,612 | $13,786 | | | PVH Corp. | Apparel, Accessories and Luxury Goods | $9,218 | $10,551 | | | Foot Locker, Inc. | Apparel Retail | $8,168 | $5,526 | | | Tapestry, Inc. | Apparel, Accessories and Luxury Goods | $6,661 | $11,763 | | | Ralph Lauren Corporation | Apparel, Accessories and Luxury Goods | $6,444 | $10,859 | | | Victoria’s Secret & Co. | Apparel Retail | $6,182 | $5,087 | | | Levi Strauss & Co. | Apparel, Accessories and Luxury Goods | $6,179 | $8,237 | | | Hanesbrands Inc. | Apparel, Accessories and Luxury Goods | $5,637 | $5,506 | | | Capri Holdings Limited | Apparel, Accessories and Luxury Goods | $5,619 | $9,083 | |

  82. PVH Performance Compared to Compensation Peer Group Performance

    PVH Performance Compared to Compensation Peer Group Performance The following shows our performance against our peer group with regard to several metrics for the one- and three-year periods ended with the 2023 year-end (the last business day of 2023).

  83. PVH Performance Compared to Compensation Peer Group Performance

    | | | | Performance Measure | | | Revenue growth vs. peer group | | | EBIT growth1 vs. peer group | | | TSR vs. compensation peer group (as of February 2, 2024)2 | | | TSR vs. Russell 3000 (as of February 2, 2024)2 | | | Overall Percentile Rank3 | |

  84. PVH Performance Compared to Compensation Peer Group Performance

    1 EBIT growth is based on non-GAAP amounts, as reported by us. 3-Year EBIT growth vs. peer group is N/A due to negative EBIT in 2020. 2 February 2, 2024 was the last business day of 2023. 3 Overall percentile ranking excludes TSR vs Russell 3000.

  85. PVH Pay Mix Compared to Peer Group Pay Mix

    PVH Pay Mix Compared to Peer Group Pay Mix As shown below, the distribution of our executive compensation among long- and short-term elements, and fixed and variable elements, is consistent with the distribution within our peer group.

  86. CEO Compensation Compared to Total Stockholder Return

    CEO Compensation Compared to Total Stockholder Return The following graph illustrates the strong alignment of our compensation program with the creation of long-term stockholder value. It shows our CEO’s target total compensation and actual total compensation for each of 2021, 2022 and 2023 as compared to the one-year and cumulative three-year TSR for each of those years for both PVH and for the Russell 3000 index. The compensation set forth below is not the same as shown on the Summary Compensation Table. 1 Actual Total Compensation reflects salary paid, bonus and PSUs earned, and stock options and RSUs vested in each year.

  87. Timing of Equity Awards

    Timing of Equity Awards Our equity award policy provides that the annual grant of stock options and restricted stock units to our senior executives, including our NEOs, generally will be approved by the Compensation Committee at a meeting held during the period commencing two days after the filing of our Annual Report on Form 10-K for the most recently completed fiscal year and ending on April 14 of the current year. PSU awards have historically been made around the end of the first quarter to provide time to finalize financial goals and, because certain of the goals include stock price performance, so that the end of the performance cycle occurs shortly (and not immediately) after we report our year-end earnings. Equity awards may be made to our NEOs outside of the annual grant process in connection with a promotion or assumption of new or additional duties, or for another appropriate reason. All such grants to our NEOs must be approved by the Compensation Committee and generally will be made on the first business day of the month following the effective date of the precipitating event (or on the effective date if it is the first business day of a month). The Committee retains the discretion not to make grants at the times provided in the equity award policy if the members determine the timing is not appropriate, such as if they are in possession of material non-public information. Additionally, the Committee retains the discretion to make grants, including an annual equity grant, at times other than as provided in the policy if the members determine circumstances, such as changes in accounting and tax regulations, warrant taking such an action.

  88. Employment Agreements, Termination of Employment, and Severance

    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 PVH with the protection of restrictive covenants. We use employment agreements to attract and retain qualified executives who could have job alternatives they might otherwise accept. All the agreements, other than Mr. Hagman’s, are evergreen; Mr. Hagman’s is subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment Contracts,” beginning on page 68. Exhibit B provides a list of the SEC filings that have a 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 active NEOs’ agreements are as follows:

  89. Employment Agreements, Termination of Employment, and Severance

    | NEO | Ordinary termination | Termination following change in control | | Stefan Larsson | 2x base salary and target bonus | 2x base salary and target bonus | | Zachary J. Coughlin | 2x base salary and target bonus | 2x base salary and target bonus | | Martijn Hagman | 1x base salary and target bonus | 1x base salary and target bonus | | Eva Serrano | 2x base salary and target bonus | 2x base salary and target bonus |

  90. Change in Control Provisions in Equity Plans and Awards

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

  91. Long-Term Performance

    Long-Term Performance Performance share unit awards are based upon our performance over a three-year period, which reduces any incentive to take short-term risks. In addition, the performance measures are selected to align management and stockholder interests.

  92. Vesting Over Extended Periods

    Vesting Over Extended Periods Stock options and restricted stock units generally vest over four years. This extended vesting period discourages unnecessary or excessive risk-taking by maintaining sufficient future value that remains outstanding. Additionally, our Insider Trading Policy prohibits hedging and other activities that could offset the benefits of having these as long-term awards.

  93. Performance Metrics and Goals

    Performance Metrics and Goals The performance goals established by the Compensation Committee for annual bonus awards made to our 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 measures as those that apply to NEO bonuses, which means that all PVH associates are pursuing complementary goals, and those goals are consistent with stockholder interests. The one bonus plan we have in which associates may receive bonuses based upon financial metrics that differ from those in our Performance Incentive Bonus Plan and our annual management bonus program provides only de minimis awards. The performance goals for annual PSU awards made to our NEOs are split 50% between two (typically three-year) financial performance goals, and the awards cliff vest at the end of the performance cycle to the extent the goals are achieved. Annually, the Audit Committee and the Compensation Committee independently confirm the levels at which performance goals were achieved. The Compensation Committee has the ability to adjust annual bonus payouts based on unforeseen events that may not be reflected in financial performance. These risk-mitigating controls minimize excessive risk-taking and short-term focus.

  94. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table includes the 2021, 2022 and 2023 compensation data for our Named Executive Officers for the years in which they served as NEOs.

  95. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)1 | Stock Awards ($)2 | Option Awards ($)3 | Non-Equity Incentive Plan Compensation ($)4 | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)5 | All Other Compensation ($)6 | Total ($) | | Stefan Larsson Chief Executive Officer, PVH Corp. | 2023 2022 2021 | 1,291,667 1,300,000 1,300,000 | 0 0 0 | 8,880,455 6,400,236 6,400,233 | 2,221,317 1,600,409 1,602,896 | 2,784,080 2,199,210 5,200,000 | 274,671 417,826 200,637 | 161,714 221,394 10,442 | 15,613,904 12,139,075 14,714,208 | | Zachary J. Coughlin Executive Vice President and Chief Financial Officer | 2023 2022 | 844,561 705,114 | 200,000 0 | 2,640,553 2,140,275 | 660,744 750,513 | 910,180 596,854 | N/A N/A | 85,482 280,447 | 5,341,520 4,473,203 | | Martijn Hagman7 Chief Executive Officer, Tommy Hilfiger Global and PVH Europe | 2023 2022 2021 | 1,082,500 1,019,861 968,405 | 0 0 0 | 2,400,085 1,900,395 850,479 | 604,233 1,100,067 502,112 | 870,298 747,199 1,718,722 | N/A N/A N/A | 78,425 87,610 43,086 | 5,035,541 4,855,132 4,082,804 | | Eva Serrano Global Brand President, Calvin Klein | 2023 | 764,059 | 1,318,000 | 2,500,659 | N/A | 873,028 | N/A | 816,726 | 6,272,472 | | Julie A. Fuller Former Executive Vice President, Chief People Officer | 2023 2022 2021 | 725,321 725,000 683,333 | 200,000 200,000 300,000 | 1,040,496 800,528 800,483 | 260,820 500,342 502,112 | 586,263 463,112 1,050,000 | N/A 110,971 46,325 | 11,386 10,763 212,712 | 2,824,286 2,810,716 3,594,965 |

  96. Summary Compensation Table

    1 Mr. Coughlin received a deferred cash sign-on bonus of $200,000 in connection with his commencement of employment with us in April 2022 to offset an equal deferred cash payment which was to be paid in December of 2023 by his previous employer. Ms. Serrano received two one-time cash awards totaling $1,318,000 in connection with her commencement of employment with us in March 2023; $500,000 was paid in April 2023 in recognition of the decrease in her realized compensation for 2023 and $818,000 was paid in July 2023 as a make-whole award against the annual bonus she would have received at her prior company. Ms. Fuller received a deferred cash sign-on bonus of $700,000 in connection with her commencement of employment with us in September 2020. The bonus vested in three installments, with $300,000 paid in September 2021, $200,000 paid in September 2022 and $200,000 paid in September 2023. The awards made to Mr. Coughlin and Ms. Serrano are subject to a clawback provision in the event of a termination of employment. 2 The compensation reported represents the aggregate grant date fair value of RSUs and PSUs granted in the fiscal year listed. These are multi-year awards that pay out in future years only if performance objectives and/or service requirements are met. The reported compensation includes the full grant date value of each award in accordance with SEC rules, but we expense the cost over the requisite service period. The following sets forth the breakdown between RSUs and PSUs of the referenced stock awards:

  97. Summary Compensation Table

    | Name | Fiscal Year | Restricted Stock Units ($) | Performance Share Unit Awards ($) | Total Stock Awards ($) | | Stefan Larsson | 2023 2022 2021 | 3,330,212 2,400,162 2,400,152 | 5,550,243 4,000,074 4,000,081a | 8,880,455 6,400,236 6,400,233 | | Zachary J. Coughlin | 2023 2022 | 990,181 1,540,153b | 1,650,372 600,122 | 2,640,553 2,140,275 | | Martijn Hagman | 2023 2022 2021 | 900,012 1,100,110 500,223 | 1,500,073 800,285 350,256a | 2,400,085 1,900,395 850,479 | | Eva Serrano | 2023 | 1,750,414b | 750,245 | 2,500,659 | | Julie A. Fuller | 2023 2022 2021 | 390,173 500,284 500,223 | 650,323 300,244 300,260a | 1,040,496 800,528 800,483 |

  98. Summary Compensation Table

    a Reflects grant date value. The performance cycle for this award ended on May 2, 2024. As certified on May 7, 2024, based on the performance level achieved, 45,045 shares were earned by Mr. Larsson, 3,612 shares were earned by Mr. Hagman, and 2,847 shares were earned by Ms. Fuller. Ms. Fuller’s shares have been prorated to reflect the actual number of days she was employed during the applicable performance cycles. b Includes special RSU grants. See discussion on page 53 regarding the special grant made to Ms. Serrano. 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 in 2023, 2022 and 2021 are divided equally between market-based awards and non-market-based awards. The fair value of the non-market-based awards is equal to the closing price of our common stock minus the present value of any dividends expected to be paid on our common stock during the three-year requisite service period, as these contingently issuable PSUs do not accrue dividends. The fair value of the market-based awards was established on the grant date using the Monte Carlo simulation model, which was based on the following assumptions:

  99. Summary Compensation Table

    | | 2023 | 2022 | 2021 | | Weighted Average Grant Date Fair Value Per PSU | $119.51 | $103.28 | $159.13 | | Weighted Average Risk-Free Interest Rate | 3.56% | 2.91% | 0.33% | | Expected Annual Dividends Per Share | $0.15 | $0.15 | $0.15 | | Weighted Average Company Volatility | 58.21% | 64.02% | 60.69% |

  100. Summary Compensation Table

    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. Larsson’s awards granted in 2023, 2022 and 2021 are subject to a holding period of one year after the applicable vesting date. For such awards, the grant date fair values were discounted 7.40%, 6.90% and 8.40%, respectively, for the restriction of liquidity, which we calculated using the Finnerty model. The value of each NEO’s 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.

  101. Summary Compensation Table

    | Name | 2023 | 2022 | 2021 | | Stefan Larsson | 9,655,101 | 7,038,549 | 7,134,636 | | Zachary J. Coughlin | 2,657,466 | 982,777 | N/A | | Martijn Hagman | 2,415,451 | 1,310,569 | 572,003 | | Eva Serrano | 1,208,061 | N/A | N/A | | Julie A. Fuller | 1,047,165 | 491,688 | 490,355 |

  102. Summary Compensation Table

    3 The compensation reported represents the aggregate grant date fair value of stock options granted 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:

  103. Summary Compensation Table

    | | 2023 | 2022 | 2021 | | Weighted Average Grant Date Fair Value Per Option | $43.47 | $34.27 | $48.28 | | Weighted Average Risk-Free Interest Rate | 3.33% | 2.50% | 1.24% | | Expected Annual Dividends Per Share | $0.15 | $0.15 | $0.15 | | Weighted Average Company Volatility | 50.60% | 47.34% | 47.58% | | Weighted Average Expected Option Term, In Years | 6.25 | 6.25 | 6.25 |

  104. Summary Compensation Table

    4 The compensation reported consists of payouts under our Performance Incentive Bonus Plan earned with respect to the fiscal years listed. 5 The compensation reported consists of the changes in values under our Pension Plan and our Supplemental Pension Plan as follows:

  105. Summary Compensation Table

    | Name | Fiscal Year | Change in Pension Plan Value ($) | Change in Supplemental Pension Plan Value ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings† ($) | | Stefan Larsson | 2023 2022 2021 | 23,450 1,527 32,538 | 251,221 416,299 168,099 | 274,671 417,826 200,637 | | Zachary J. Coughlin | 2023 2022 | N/A N/A | N/A N/A | N/A N/A | | Martijn Hagman | 2023 2022 2021 | N/A N/A N/A | N/A N/A N/A | N/A N/A N/A | | Eva Serrano | 2023 | N/A | N/A | N/A | | Julie A. Fuller | 2023 2022 2021 | N/A 12,848 11,693 | N/A 98,123 34,632 | N/A 110,971 46,325 |

  106. Summary Compensation Table

    † The amounts reported represent the aggregate change in the actuarial value of the NEO’s accumulated benefits under all defined benefit plans. Messrs. Coughlin and Hagman and Ms. Serrano are not participants in either plan. Ms. Fuller’s employment terminated effective February 4, 2024, and she had not vested in her benefits under either plan. See discussion on page 77. Additional information regarding the two pension plans is included in this section under the Pension Benefits table and under the heading “Defined Benefit Plans.” See page 76. 6 The following table provides additional information about the amounts that appear in the “All Other Compensation” column:

  107. Summary Compensation Table

    | | | Perquisites | | Contributions to Defined Contribution Plansa ($) | Total ($) | | Name | Fiscal Year | Personal Travel ($) | Other ($) | | | | Stefan Larsson | 2023 2022 2021 | 39,534b 28,719b 0 | 0 0 0 | 122,180 192,675 10,442 | 161,714 221,394 10,442 | | Zachary J. Coughlin | 2023 2022 | 0 0 | —c 250,812d | 85,482 29,635 | 85,482 280,447 | | Martijn Hagman | 2023 2022 2021 | 23,382e 22,652e 25,406e | 0 0 0 | 55,043 64,958 17,680 | 78,425 87,610 43,086 | | Eva Serrano | 2023 | 0 | 797,128f | 19,598 | 816,726 | | Julie A. Fuller | 2023 2022 2021 | 0 0 0 | 0 0 202,416g | 11,386 10,763 10,296 | 11,386 10,763 212,712 |

  108. Summary Compensation Table

    a For U.S.-based NEOs, this represents company contributions to our AIP and our Supplemental Savings Plan. For Mr. Hagman, this represents company contributions to both our Zwitserleven Pensioen Plan and our supplemental PVH Net Pension Plan. Both are defined contribution plans, the former for all associates and the latter for certain executives in our European headquarters in Amsterdam. b This amount represents personal use of a company car and driver. See discussion on page 58. c Mr. Coughlin received a personal benefit for moving expenses, but the amount was not required to be disclosed under SEC rules. d This amount consists of moving expenses and relocation expenses of $163,028 and a tax gross-up of $87,784. e This amount represents a car allowance. See discussion on page 58. f This amount consists of moving and housing expenses of $518,133 and a tax gross-up of $278,995. g This amount consists of moving expenses and relocation expenses of $194,113, a moving allowance of $5,000 and a tax gross-up on the moving allowance of $3,303. 7 As of April 4, 2024, Mr. Hagman is serving solely as Chief Executive Officer, PVH Europe. Mr. Hagman’s cash compensation was paid in euros and has been converted at average euro-to-U.S. dollar exchange rates over the applicable fiscal year. The rates were 1.0825 for 2023, 1.0487 for 2022 and 1.1762 for 2021.

  109. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  110. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units3 (#) | All Other Option Awards: Number of Securities Underlying Options4 (#) | 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 (#) | | | | | | Stefan Larsson | 4/6/2023 | | | | | | | | 51,100 | 83.80 | 2,221,317 | | | 4/6/2023 | | | | | | | 39,740 | | | 3,330,212 | | | 4/6/2023 | | | | 28,804 | 57,608 | 115,216 | | | | 5,550,243 | | | 4/6/2023 | 650,000 | 2,600,000 | 5,200,000 | | | | | | | | | Zachary J. Coughlin | 4/6/2023 | | | | | | | | 15,200 | 83.80 | 660,744 | | | 4/6/2023 | | | | | | | 11,816 | | | 990,181 | | | 4/6/2023 | | | | 7,928 | 15,856 | 31,712 | | | | 1,650,372 | | | 4/6/2023 | 212,500 | 850,000 | 1,700,000 | | | | | | | | | Martijn Hagman | 4/6/2023 | | | | | | | | 13,900 | 83.80 | 604,233 | | | 4/6/2023 | | | | | | | 10,740 | | | 900,012 | | | 4/6/2023 | | | | 7,206 | 14,412 | 28,824 | | | | 1,500,073 | | | 4/6/20235 | 270,625 | 1,082,500 | 2,165,000 | | | | | | | | | Eva Serrano | 4/6/2023 | | | | | | | 11,936 | | | 1,000,237 | | | 4/6/2023 | | | | | | | 8,952 | | | 750,178 | | | 4/6/2023 | | | | 3,604 | 7,208 | 14,416 | | | | 750,245 | | | 4/6/2023 | 192,453 | 769,811 | 1,539,623 | | | | | | | | | Julie A. Fuller | 4/6/2023 | | | | | | | | 6,000 | 83.80 | 260,820 | | | 4/6/2023 | | | | | | | 4,656 | | | 390,173 | | | 4/6/2023 | | | | 3,124 | 6,248 | 12,496 | | | | 650,323 | | | 4/6/2023 | 136,875 | 547,500 | 1,095,000 | | | | | | | |

  111. Grants of Plan-Based Awards

    1 These amounts represent potential payout opportunities for annual bonus awards under our Performance Incentive Bonus Plan with respect to 2023 performance. Ms. Serrano’s potential payout opportunities are prorated for the number of days she has been employed. 2 These amounts represent potential payouts of PSU awards. See discussion on page 54. 3 These amounts represent RSU awards. See discussion on page 53. 4 These amounts represent stock option awards. See discussion on page 53. 5 Potential cash payouts for Mr. Hagman have been converted at a euro-to-U.S. dollar exchange rate of 1.0825, which was the average exchange rate for 2023.

  112. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

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

  113. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  114. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise1 ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting2 ($) | | Stefan Larsson | 0 | 0 | 57,030 | 4,764,470 | | Zachary J. Coughlin | 0 | 0 | 7,905 | 664,076 | | Martijn Hagman | 18,900 | 992,409 | 28,092 | 2,396,372 | | Eva Serrano | 0 | 0 | 5,968 | 594,174 | | Julie A. Fuller | 3,650 | 179,860 | 7,483 | 596,917 |

  115. Option Exercises and Stock Vested

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

  116. Pension Benefits

    Pension Benefits

  117. Pension Benefits

    | Name | Plan name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit1 ($) | Payments During Last Fiscal Year ($) | | Stefan Larsson | Pension Plan2 | 3.6667 | 77,249 | 0 | | | Supplemental Pension Plan2 | 3.6667 | 1,026,874 | 0 | | Zachary J. Coughlin | Pension Plan | N/A | N/A | N/A | | | Supplemental Pension Plan | N/A | N/A | N/A | | Martijn Hagman | Pension Plan | N/A | N/A | N/A | | | Supplemental Pension Plan | N/A | N/A | N/A | | Eva Serrano | Pension Plan | N/A | N/A | N/A | | | Supplemental Pension Plan | N/A | N/A | N/A | | Julie A. Fuller | Pension Plan | 2.4167 | N/A | N/A | | | Supplemental Pension Plan | 2.4167 | N/A | N/A |

  118. Pension Benefits

    1 See Note 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended February 4, 2024, for the assumptions used in calculating the present value of the accumulated benefit. 2 Pension and Supplemental Pension Plan credited service and actuarial values are calculated as of February 4, 2024, 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 4, 2024, are calculated based on the following assumptions: (i) for annuity payments in the qualified plan, the PRI-2012 mortality table, and the MP-2021 mortality improvement projection scale, as published by the Society of Actuaries; (ii) a 5.63% discount rate; (iii) a form of payment in the qualified plan as follows: 70% assumed to elect a lump sum, 15% assumed to elect a life annuity, 7.5% assumed to elect a 50% joint and survivor, and 7.5% assumed to elect a 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 mandated unisex mortality table specified by IRS Notice 23-73, based on the PRI-2012 table, with projected mortality improvements, and December 2023 segment rates of 5.01% for payments expected to be made for the first 5 years, 5.13% for payments between 5 and 20 years, and 5.15% for payments projected to be made after 20 years).

  119. Pension Plan

    Pension Plan We maintain a pension plan for certain of our U.S.-based associates, which we refer to in this section as the “Pension Plan” or “Plan.” The Pension Plan is a qualified defined benefit plan. Our U.S.-based associates hired on or before December 31, 2021, are eligible to participate in the Plan unless they are: – members of a collective bargaining unit, – independent contractors or consultants, – non-resident aliens, or – covered by another company-provided pension plan. The Pension Plan is closed to U.S.-based associates hired or rehired after December 31, 2021, including to Mr. Coughlin and Ms. Serrano, and in 2023 the Company’s Board of Directors approved changes to the plan to freeze additional future service benefits after June 30, 2024. Eligible salaried associates began participation in the Pension Plan on the first day of the calendar quarter after they completed one year of service in which they worked at least 1,000 hours. Eligible hourly production associates began participation in the Plan on the first day of the calendar quarter after they completed three months of service, provided it was anticipated they would 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 up to the freeze effective date, excluding relocation pay, sign-on bonus, stay bonus, clothing allowance, and awards under the Long-Term Incentive Plan. The participant’s prior service benefit and future service benefit are added together to determine the total retirement benefit. The prior service benefit for salaried associates 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 service benefit at December 31, 1999. The future service benefit is calculated by taking 1.00% of each year’s future service compensation (or, if the employee date of hire is on or after October 1, 2019, 0.75% for their first five years of 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. Mr. Larsson vested in 2023. Ms. Fuller terminated prior to vesting in the Plan. Mr. Coughlin and Ms. Serrano are not eligible to participate in the Plan, as they were hired after December 31, 2021. The Pension Plan has provisions to prevent a break in service under certain circumstances. 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 service for the number of hours the participant would have worked that, together with credited hours actually worked during the plan year, totals 501 hours of service. In addition, participants will not incur a break in service due to any leave of absence in accordance with the provisions of the Family and Medical Leave Act of 1993 or on account of military duty, provided they return to work within the re-employment period under federal law. Normal retirement age under the Plan is age 65. Vested participants are eligible for a lump sum distribution (or an immediate annuity form of distribution) at termination, regardless of age. Vested participants who terminate employment prior to age 55 or have worked less than ten years are eligible for an unsubsidized early retirement benefit based on the factors in the following table:

  120. Pension Plan

    | 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% |

  121. Pension Plan

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

  122. Non-Qualified Deferred Compensation

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

  123. Non-Qualified Deferred Compensation

    | 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 ($) | | Stefan Larsson | 193,703 | 110,922 | 170,345 | — | 940,932 | | Zachary J. Coughlin | 53,072 | 62,764 | 20,373 | — | 181,173 | | Martijn Hagman | N/A | N/A | N/A | N/A | N/A | | Eva Serrano | — | 12,904 | 935 | — | 13,839 | | Julie A. Fuller | — | — | — | — | — |

  124. Non-Qualified Deferred Compensation

    1 Amounts are reported in the Summary Compensation Table for 2023. 2 Amounts are not reported in the Summary Compensation Table. 3 The amounts shown include amounts that were reported in the Summary Compensation Table. The aggregate of the previously reported amounts is $494,000 for Mr. Larsson and $30,281 for Mr. Coughlin.

  125. Potential Payments Upon Termination and Change in Control Provisions

    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 68. The following tables disclose the potential payments upon termination of employment or change in control with respect to each NEO, other than Ms. Fuller, whose employment terminated on February 4, 2024. The assumptions used are set forth below the last table.

  126. Potential Payments Upon Termination and Change in Control Provisions

    | Stefan Larsson | Voluntary Termination at February 4, 2024 | Retirement at February 4, 2024 | Death at February 4, 2024 | Disability at February 4, 2024 | Termination Without Cause or for Good Reason at February 4, 2024 | Termination for Cause at February 4, 2024 | Termination Without Cause or for Good Reason Upon Change in Control at February 4, 20241 | | Severance Value2 | $0 | $0 | $0 | $0 | $7,800,000 | $0 | $7,800,000 | | Performance Incentive Bonus Plan3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options4 | 0 | 0 | 5,248,221 | 5,248,221 | 0 | 0 | 5,248,221 | | Value of unvested restricted stock units5 | 0 | 0 | 10,189,123 | 10,189,123 | 0 | 0 | 10,189,123 | | Value of unvested performance share units6 | 0 | 0 | 10,417,030 | 9,272,302 | 9,272,302 | 0 | 10,417,030 | | Welfare benefits value7 | 0 | 0 | 0 | 0 | 50,688 | 0 | 50,688 | | Payout adjustment8 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | $0 | $0 | $25,854,374 | $24,709,646 | $17,122,990 | $0 | $33,705,062 |

  127. Potential Payments Upon Termination and Change in Control Provisions

    | Zachary J. Coughlin | Voluntary Termination at February 4, 2024 | Retirement at February 4, 2024 | Death at February 4, 2024 | Disability at February 4, 2024 | Termination Without Cause or for Good Reason at February 4, 2024 | Termination for Cause at February 4, 2024 | Termination Without Cause or for Good Reason Upon Change in Control at February 4, 20241 | | Severance Value2 | $0 | $0 | $0 | $0 | $3,400,000 | $0 | $3,400,000 | | Performance Incentive Bonus Plan3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options4 | 0 | 0 | 1,390,331 | 1,390,331 | 0 | 0 | 1,390,331 | | Value of unvested restricted stock units5 | 0 | 0 | 3,030,494 | 3,030,494 | 0 | 0 | 3,030,494 | | Value of unvested performance share units6 | 0 | 0 | 1,002,745 | 468,427 | 468,427 | 0 | 1,002,745 | | Welfare benefits value7 | 0 | 0 | 0 | 0 | 50,688 | 0 | 50,688 | | Payout adjustment8 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | $0 | $0 | $5,423,570 | $4,889,252 | $3,919,115 | $0 | $8,874,258 |

  128. Potential Payments Upon Termination and Change in Control Provisions

    | Martijn Hagman | Voluntary Termination at February 4, 2024 | Retirement at February 4, 2024 | Death at February 4, 2024 | Disability at February 4, 2024 | Termination Without Cause or for Good Reason at February 4, 2024 | Termination for Cause at February 4, 2024 | Termination Without Cause or for Good Reason Upon Change in Control at February 4, 20241 | | Severance Value2,9 | $1,078,800 | $0 | $0 | $909,359 | $2,157,600 | $0 | $2,157,600 | | Performance Incentive Bonus Plan3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options4 | 0 | 0 | 2,045,037 | 2,045,037 | 0 | 0 | 2,045,037 | | Value of unvested restricted stock units5 | 0 | 0 | 3,177,000 | 3,177,000 | 0 | 0 | 3,177,000 | | Value of unvested performance share units6 | 0 | 0 | 1,520,880 | 1,099,071 | 1,099,071 | 0 | 1,520,880 | | Welfare benefits value7 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Payout adjustment8 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Total | $1,078,800 | $0 | $6,742,917 | $7,230,467 | $3,256,671 | $0 | $8,900,517 |

  129. Potential Payments Upon Termination and Change in Control Provisions

    | Eva Serrano | Voluntary Termination at February 4, 2024 | Retirement at February 4, 2024 | Death at February 4, 2024 | Disability at February 4, 2024 | Termination Without Cause or for Good Reason at February 4, 2024 | Termination for Cause at February 4, 2024 | Termination Without Cause or for Good Reason Upon Change in Control at February 4, 20241 | | Severance Value2 | $0 | $0 | $0 | $0 | $3,400,000 | $0 | $3,400,000 | | Performance Incentive Bonus Plan3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of unvested restricted stock units5 | 0 | 0 | 1,810,990 | 1,810,990 | 0 | 0 | 1,810,990 | | Value of unvested performance share units6 | 0 | 0 | 242,897 | 0 | 0 | 0 | 242,897 | | Welfare benefits value7 | 0 | 0 | 0 | 0 | 45,564 | 0 | 45,564 | | Payout adjustment8 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | $0 | $0 | $2,053,887 | $1,810,990 | $3,445,564 | $0 | $5,499,451 |

  130. Potential Payments Upon Termination and Change in Control Provisions

    1 In the event of a change in control with no termination of employment in which the equity awards are not assumed by the acquirer, the NEO would be entitled to all amounts (if any) set forth in this column, except for the amounts set forth on the rows entitled Severance value and Welfare benefits value. In the event of a change in control with no termination of employment in which equity awards are assumed by the acquirer, the NEO would not be entitled to receive any of the amounts set forth in this column. 2 Severance is calculated in accordance with the applicable NEO’s employment agreement and for termination without cause or for good reason, is equal to a multiple of the sum of the NEO’s base salary plus an amount equal to the bonus that would be payable if target level performance were achieved. Additionally, if Mr. Hagman voluntarily resigns, he is entitled to receive his base salary for 12 months and in the event of his disability, Mr. Hagman is entitled to receive statutory payments under Dutch law. See pages 69-70 for applicable multiples and further detail. 3 A participant generally must be employed by PVH on the last day of the applicable performance cycle to remain eligible to receive a bonus under our Performance Incentive Bonus Plan. Therefore, if a termination of employment or change in control had occurred on February 4, 2024, each NEO would have been entitled to receive his or her actual bonus and the termination event or change in control would not have triggered a payment. 4 Represents the value of unexercisable “in the money” stock options outstanding as of February 4, 2024, the vesting of which would accelerate upon death, disability, a change in control or retirement. The value is equal to the difference between the closing price of our common stock on February 2, 2024, the last business day of 2023, 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. 5 Represents the value of unvested restricted stock units as of February 4, 2024, 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. The value is equal to the closing price of our common stock on February 2, 2024, the last business day of 2023, multiplied by the number of shares of our common stock receivable upon vesting. 6 Represents the payout levels (discussed below) of the unvested PSUs as of February 4, 2024 multiplied by the closing price of our common stock on February 2, 2024, the last business day of 2023. 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, with the exception of the portion of the 2021 awards tied to the one-year EBIT measure. For such awards, the performance period has ended and maximum-level performance was achieved. As such, the amounts are shown based on actual performance. In the event of retirement, disability or termination without cause or for good reason, the amounts are shown based on actual performance as of February 4, 2024, as the actual performance for the entire performance period was not known as of February 4, 2024. In the event of (i) death, (ii) disability, (iii) change in control or (iv) termination without cause or for good reason for PSU awards granted in 2021, the amounts payable in respect of the PSU awards granted during 2021, 2022 and 2023 are prorated approximately 92%, 59% and 28% respectively, representing the portion of the relevant performance cycle actually worked by our NEOs as of February 4, 2024. In the event of a termination without cause or for good reason, no amounts are reflected for the PSU awards granted in 2023, as a participant whose employment is terminated before the first anniversary of grant will not receive a payout. 7 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 4, 2023. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for two years. 8 If any of our US-based NEOs would become subject to the Federal excise tax on excess parachute payments under Section 4999 of the Code because of the amount of the termination payments following 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 the current NEOs would have had such payment reduction if a termination upon a change in control had occurred on February 4, 2024. 9 Potential severance payments upon termination for Mr. Hagman have been translated at the euro-to-U.S. dollar exchange rate of 1.0788, which was the closing rate on February 2, 2024, the last business day of 2023. Ms. Fuller became entitled to receive severance pursuant to the provision of her employment agreement relating to termination of employment without “cause “or for “good reason.” See the discussion under the heading “Employment Agreements” beginning on page 68. Set forth below are the aggregate amounts of the severance and other benefits paid or payable to her or on her behalf:

  131. Potential Payments Upon Termination and Change in Control Provisions

    | | Termination Without Cause or for Good Reason at February 4, 2024 | | Severance Value | $2,555,000 | | Value of unvested performance share units | 511,762 | | Welfare benefits value | 50,688 | | Legal advisory services | 10,000 | | Total | $3,127,450 |

  132. CEO Pay Ratio

    CEO Pay Ratio We are required to provide the ratio for the annual total compensation paid to Mr. Larsson, the Chief Executive Officer in 2023, to the annual total compensation of our median associate, excluding Mr. Larsson’s compensation. SEC rules permit us to use the same median associate identified in our pay ratio disclosure in 2023, 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, 2023 as the determination date for identifying our median associate. As of that date, we had 30,578 associates, with 9,751 associates based in the United States and 20,827 associates located outside of the United States. Of these associates, approximately 27.5% worked in or were assigned to offices, approximately 64.5% worked in retail stores and approximately 8% 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 population. We do not use a significant number of temporary associates.

  133. Pay Versus Performance Table

    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 potential 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.

  134. Pay Versus Performance Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of initial fixed $100 investment based on4 | | | | | Year | Summary Compensation Table Total for CEO1 ($) | Compensation Actually Paid to CEO2 ($) | Average Summary Compensation Table Total for Other NEOs1 ($) | Average Compensation Actually Paid to Other NEOs3 ($) | PVH Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income5 ($ thousands) | Non-GAAP Earnings Before Interest and Taxes6 ($ thousands) | | 2023 | 15,613,904 | 31,275,630 | 4,868,455 | 6,435,205 | 140.02 | 78.65 | 663,600 | 951,795 | | 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) |

  135. Pay Versus Performance Table

    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, 2022, and 2023, and for our former Chief Executive Officer, Emanuel Chirico, in 2020. Column (d) contains the average of the 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: • 2023: Messrs. Coughlin and Hagman, and Mses. Serrano and Fuller; • 2022: Messrs. Coughlin and Hagman, Ms. Fuller, James W. Holmes, previously our interim CFO and current Executive Vice President and Controller, Mark D. Fischer, Executive Vice President, General Counsel and Secretary, and Patricia Donnelley, our former CEO PVH Americas and CK Global; • 2021: Messrs. Holmes and Hagman, Mses. Fuller and Donnelly, Michael A. Shaffer, our former Chief Operating & Financial Officer, and Cheryl Abel-Hodges, our former Chief Executive Officer, Calvin Klein; • 2020: Mr. Larsson (when he served as our President), Messrs. Hagman and Shaffer, and Ms. Abel-Hodges. 2 Compensation actually paid to our CEOs in each of the years listed reflects the respective amounts set forth in column (b) of the table above, adjusted in accordance with SEC rules. The adjustments for 2023 are set forth in the table below. The dollar amounts in column (b) of the table above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. Adjustments to determine CAP to the Chief Executive Officer for 2023:

  136. Pay Versus Performance Table

    | | 2023 | | Summary Compensation Table Column | $15,613,904 | | 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 | (274,671) | | Add service cost (actuarially determined for services rendered during the covered year) of pension plans | 145,856 | | Subtract amounts reported under the “Stock Awards” column in the SCT | (8,880,455) | | Subtract amounts reported under the “Option Awards” column in the SCT | (2,221,317) | | Add the fair value of awards granted during the covered year that remain unvested as of covered year end* | 20,945,885 | | 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* | 6,713,421 | | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* | (766,993) | | Compensation Actually Paid to CEO | $31,275,630 |

  137. Pay Versus Performance Table

    * The fair values of our stock options are estimated as of each measurement date using the Black-Scholes-Merton option valuation model, using assumptions adjusted for moneyness at the time of 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. 3 Compensation actually paid to our Other NEOs in each of the years listed reflects the respective amounts set forth in column (d) of the table above, adjusted in accordance with SEC rules. The adjustments for 2023 are set forth in the table below. The dollar amounts in column (d) of the table above do not reflect the actual amount of compensation earned by or paid to our Other NEOs during the applicable year. Adjustments to determine CAP to Other NEOs for 2023:

  138. Pay Versus Performance Table

    | | 2023 | | Average SCT Total for Other NEOs | $4,868,455 | | Add the service cost (actuarially determined for services rendered during the covered year) of pension plans | 12,524 | | Subtract amounts reported under the “Stock Awards” column in the SCT | (2,145,448) | | Subtract amounts reported under the “Option Awards” column in the SCT | (381,449) | | Add the fair value of awards granted during the covered year that remain unvested as of covered year end* | 3,750,507 | | 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* | 687,759 | | Add the fair value of awards granted and vested during the covered year* | 148,711 | | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* | (82,462) | | Subtract the fair value of awards granted in any prior year that were forfeited during the covered year* | (423,392) | | Average Compensation Actually Paid to Other NEOs | $6,435,205 |

  139. Pay Versus Performance Table

    * The fair values of our stock options are estimated as of each measurement date using the Black-Scholes-Merton option valuation model, using assumptions adjusted for moneyness at the time of 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. 4 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 as of 2022 and, as a result, no longer use it as our industry peer group. We are now in the S&P 1500 Apparel, Accessories & Luxury Goods Index (the “New Index”), which we utilized for our 2023 and 2022 peer group TSR and in the stock performance graph required by Item 201(e) of Regulation S-K. The New Index TSR amounts for 2020 and 2021 are $101.06 and $105.40, respectively. TSR assumes an initial investment of $100 in our common stock on February 2, 2020, and reinvestment of dividends. A hypothetical $100 investment in the New Index using the same methodology is shown for comparison. 5 Reflects Net Income in the company’s Consolidated Statements of Operations included in the company’s Annual Report on Form 10-K for the applicable fiscal year. 6 The company-selected financial measure is EBIT on a non-GAAP basis. We calculate our EBIT on a non-GAAP basis by starting with our GAAP results and then apply a list of adjustments and exclusions approved by the Compensation Committee when it makes performance-based awards. See reconciliations on Exhibit A.

  140. Pay Versus Performance: Most Important Measures

    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 2023. 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.

  141. Pay Versus Performance: Most Important Measures

    | Most Important Financial Performance Measures | | Earnings Before Interest and Taxes Relative Total Shareholder Return Revenue Return on Invested Capital |

  142. Pay Versus Performance: Most Important Measures

    86 / PVH Corp. 2024 Proxy Statement / PAY VERSUS PERFORMANCE TABLE

  143. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures The following charts describe the relationships between CAP and the company’s financial performance as measured by our cumulative TSR, net income, and EBIT, which is the measure we have designated as our “company selected metric” under SEC rules, as well as the relationship between our TSR and peer group TSR. EBIT results are calculated on a non-GAAP basis, as described above in this section.

  144. Relationship between Compensation Actually Paid and Performance Measures

    | PVH TSR vs. Peer Group TSR vs. CAP | |

  145. Relationship between Compensation Actually Paid and Performance Measures

    | PVH Net Income vs. CAP | |

  146. Relationship between Compensation Actually Paid and Performance Measures

    | PVH Non-GAAP EBIT vs. CAP | |

  147. Relationship between Compensation Actually Paid and Performance Measures

    PAY VERSUS PERFORMANCE TABLE / PVH Corp. 2024 Proxy Statement / 87

  148. Directors, Nominees for Director, and Executive Officers

    Directors, Nominees for Director, and Executive Officers The following table presents certain information with respect to the number of shares of our common stock beneficially owned as of the record date by the following individuals: • Each of our directors • Each of the nominees for director • Our Named Executive Officers • Our directors, the nominees for director, and our executive officers, as a group Each of the individuals named below has sole voting and investment power with respect to the shares listed as owned by him or her except as otherwise indicated below.

  149. Directors, Nominees for Director, and Executive Officers

    | | Amount Beneficially Owned1 | Percent of Class | | Ajay Bhalla | 2,187 | * | | Michael M. Calbert | 76,7792 | * | | Brent Callinicos | 17,555 | * | | George Cheeks | 6,769 | * | | Zachary J. Coughlin | 28,000 | * | | Julie A. Fuller | 7,133 | * | | Martijn Hagman | 51,163 | * | | Stefan Larsson | 289,041 | * | | G. Penny McIntyre | 17,391 | * | | Amy McPherson | 13,698 | * | | Allison Peterson | 6,769 | * | | Eva Serrano | 3,719 | * | | Amanda Sourry | 13,698 | * | | All Directors, Nominees for Director and Executive Officers as a Group (15 People) | 549,657 | 1.0 |

  150. Directors, Nominees for Director, and Executive Officers

    * Less than 1% of class. 1 The figures in the table are based upon information furnished to us by our directors, nominees for director, and executive officers and upon our records. The figures include the shares held for the benefit of our executive officers in a trust for the PVH Stock Fund. The PVH Stock Fund is one of the investment options under our 401(k) plan. Participants in our 401(k) plan 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. 2 Includes an aggregate of 65,700 shares held by trusts for the benefit of Mr. Calbert and his wife (42,000 shares) and trusts for each of his three children (7,900 shares each). As of the record date, our directors, nominees for director and executive officers as a group have the right to cast votes equal to 708 shares (rounded to the nearest full share) held in the trust for the PVH Stock Fund. 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 our 401(k) plan who have cast votes with respect to their investment in the Fund. The committee that administers our 401(k) plan makes all decisions regarding the disposition of common stock held in the trust for the Fund, other than the limited right of a participant to receive a distribution of shares held for his or her benefit. As such, the committee may be deemed to be a beneficial owner of the common stock held in the trust. Mr. Coughlin and an executive officer who is not an NEO are two of the three members of that committee. The figures in the table do not include shares in the trust for the Fund to the extent that, as members of the committee, they may be deemed to have beneficial ownership of such shares. There were 266,045 shares of common stock (0.5% of the outstanding shares) held in the trust as of the record date. 92 / PVH Corp. 2024 Proxy Statement / SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The table also includes the following shares that 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: Zachary J. Coughlin, 14,750 shares; Julie A. Fuller, 5,200 shares; Martijn Hagman, 23,525 shares; Stefan Larsson, 185,400 shares; and all of our directors, nominees for director and executive officers as a group, 223,675 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: Ajay Bhalla, 2,187 shares; Brent Callinicos, 2,187 shares; George Cheeks, 2,187 shares; Zachary J. Coughlin, 5,282 shares; Martijn Hagman, 99 shares; Amy McPherson, 2,187 shares; Allison Peterson, 2,187 shares; Amanda Sourry, 2,187 shares; and all of our directors, nominees for director and executive officers as a group, 18,996 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): Michael M. Calbert, 4,617 shares; G. Penny McIntyre, 16,391 shares; and all of our directors, nominees for director and executive officers as a group, 21,008 shares. The table also includes the following shares of common stock that are subject to unvested performance share unit awards made to the individuals and as a group, which will vest within 60 days of the record date: Julie Fuller, 1,933 shares; Martijn Hagman, 2,452 shares; Stefan Larsson, 30,584 shares; and all of our directors, nominees for directors and executive officers as a group, 33,036 shares. The table does not include the following shares of common stock that were received on May 7, 2024, as payouts of performance share unit awards for the three-year performance cycle ended May 2, 2024, after prescribed performance criteria were satisfied (see pages 74-75): Julie Fuller, 914 shares; Martijn Hagman, 1,160 shares; Stefan Larsson, 14,461 shares; and all of our directors, nominees for director and executive officers as a group, 15,621 shares. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT / PVH Corp. 2024 Proxy Statement 93