DEF 14A of PVH Corp. /De/, May 9, 2025

DEF 14A of PVH Corp. /De/

Filed May 9, 2025 · FY20240001213900-25-041370

Open on EDGAR

  1. Table of Contents

    | Compensation Committee Report | 59 | | Executive Compensation Tables | 60 | | Summary Compensation Table | 60 | | Grants of Plan-Based Awards | 63 | | Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 64 | | Outstanding Equity at Fiscal Year-End | 71 | | Option Exercises and Stock Vested | 73 | | Pension Benefits | 73 | | Defined Benefit Plans | 74 | | Non-Qualified Deferred Compensation | 77 | | Potential Payments Upon Termination and Change in Control Provisions | 79 | | CEO Pay Ratio | 82 | | Pay Versus Performance Table | 83 | | Equity Compensation Plan Information | 86 | | Proposal 3: Ratification of the Appointment of Auditors | 87 | | Audit Committee Report | 88 | | Security Ownership of Certain Beneficial Owners and Management | 89 | | 5% Stockholders | 89 | | Directors, Nominees for Director, and Executive Officers | 90 | | Delinquent Section 16(a) Reports | 92 | | General Information About the Annual Meeting | 93 | | Exhibit A — Gaap To Non-Gaap Reconciliations | A-1 | | Exhibit B — NEO Employment Agreements | B-1 | | Frequently Referenced Information | | | Risk Oversight | 19 | | Board Refreshment | 23 | | Director Nominee Skills | 24 | | Governing Documents | 32 | | Human Capital Resources | 33 | | Principal Elements of Our Executive Compensation Program | 43 | | Pay for Performance | 52 | | PVH Performance and Pay Mix Compared to Peer Group | 54 | | CEO Compensation Compared to Total Stockholder Return | 54 | | Fees Paid to Auditors | 87 | | How to Attend the Annual Meeting | 93 |

  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 | | Number of Directors | | Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or Chief Accounting Officer (or performing similar functions) | | 7 | | Business Unit Chief Executive Officer, President, Chief Operating Officer or similar leadership position | | 7 | | Financial Expertise | | 6 | | Industry Experience | | | | Consumer Products or Services | | 10 | | Digital/E-commerce | | 9 | | Technology/Cyber Risk/Information Security | | 5 | | Regulatory/Corporate Governance | | 6 | | International Experience | | 9 | | Risk Management | | 5 | | Sales/Marketing/Public Relations | | 8 | | Strategic Planning/Development | | 10 | | Human Capital Management | | 6 |

  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 ten 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 ten nominees introduced below. Proxies received in response to this solicitation will be voted FOR the election of all ten 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

    | Jesper Andersen | | Executive Vice President and Chief Financial Officer, LEGO Group | | Independent Age: 54 Director Since 2024 Committees • Audit & Risk Management | Experience | | | | • Executive Vice President and Chief Financial Officer of the LEGO Group (a global toy company) since October 2020 • Chief Financial Officer at Upfield from 2018 to 2020 • Chief Financial Officer at Beiersdorf from 2015 to 2018 • Various finance leadership roles at Colgate-Palmolive in Europe, Asia and North America from 1994 to 2015 | | | | Expertise | Other public company boards | | | Mr. Andersen is a seasoned global leader with experience driving sustainable, brand-accretive growth at one of the most iconic, high-performing consumer brands in the world. He has strong financial acumen, omnichannel experience and a data-driven approach from over 25 years of global leadership experience. | • None |

  9. Nominees for Election

    | Ajay Bhalla | | Former President, Cyber & Intelligence, Mastercard Incorporated | | Independent Age: 59 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 was involved in supporting Mastercard’s environmental, social and governance commitments. | • None |

  10. Nominees for Election

    | Michael M. Calbert | | Chairman of the Board, Dollar General Corporation | | Independent Age: 62 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 Andersen 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) |

  11. Nominees for Election

    | Brent Callinicos | | Former Chief Operating and Chief Financial Officer, Virgin Hyperloop One; Former Chief Financial Officer, Uber Technologies, Inc. | | Independent Age: 59 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 has 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. (2015 to February 2025) • Rubicon Technologies, Inc. (was a reporting company from 2022 to January 2025) |

  12. Nominees for Election

    14 / PVH Corp. 2025 Proxy Statement / Proposal 1: Election of Directors

  13. Nominees for Election

    | George Cheeks | | Co-Chief Executive Officer, Paramount Global; President and Chief Executive Officer, CBS Entertainment Group | | Independent Age: 60 Director Since 2021 Committees • Compensation • Corporate Responsibility | Experience | | | | • Co-Chief Executive Officer of Paramount Global (a global media, streaming and entertainment company), the parent company of CBS Entertainment Group, since May 2024 • President and Chief Executive Officer 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 |

  14. Nominees for Election

    | Kate Gulliver | | Chief Financial Officer and Chief Administrative Officer, Wayfair Inc. | | Independent Age: 43 Director Since 2024 Committees • Audit & Risk Management | Experience | | | | • Chief Financial Officer and Chief Administrative Officer of Wayfair (one of the world’s largest online destinations for the home) since November 2022 • Incoming Chief Financial Officer at Wayfair from May 2022 to November 2022 • Chief People Officer at Wayfair from May 2016 to May 2022 • Previously managed Wayfair’s Investor Relations team | | | | Expertise | Other public company boards | | | Ms. Gulliver is a proven leader who has a consumer-centric, data-driven approach. She has held multiple leadership roles in finance, human relations and investor relations at a top ecommerce business and has diverse experience scaling a fast-growing digital business. | • None |

  15. Nominees for Election

    | Stefan Larsson | | Chief Executive Officer, PVH Corp. | | Age: 50 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) |

  16. Nominees for Election

    | G. Penny McIntyre | | Former Chief Executive Officer, Sunrise Senior Living, LLC | | Independent Age: 63 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 |

  17. Nominees for Election

    16 / PVH Corp. 2025 Proxy Statement / Proposal 1: Election of Directors

  18. Nominees for Election

    | Amy McPherson | | Retired President and Former Managing Director, Europe, Marriott International, Inc.; Principal investor and consultant, Kids Know Best | | Independent Age: 63 Director Since 2017 Committees • Audit & Risk Management • Nominating, Governance & Management Development (Chair) | Experience | | | | • Principal investor and consultant to Kids Know Best, 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) |

  19. Nominees for Election

    | Amanda Sourry | | Former President, Unilever North America | | Independent Age: 61 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 talent and sustainability initiatives. | • The Kroger Co. (since 2021) |

  20. 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.

  21. 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. |

  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 perspectives and backgrounds and the attributes, skills and experience shown below.

  23. Director Nominee Skills

    | | Jesper Andersen | Ajay Bhalla | Michael M. Calbert | Brent Callinicos | George Cheeks | Kate Gulliver | Stefan Larsson | G. Penny McIntyre | Amy McPherson | 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 | | | | | ● | ● | ● | ● | ● | ● |

  24. Director Nominee Skills

    | ● | Direct experience | | ● | 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

    | Director qualifications The Nominating, Governance & Management Development Committee considers the broad array of attributes 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 candidates with a broad array of attributes 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 as well as have different backgrounds. |

  26. Director Compensation

    Director Compensation

  27. 2024 Compensation

    | | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Total ($) | | Jesper Andersen3 | 16,333 | N/A | 16,333 | | Ajay Bhalla | 120,000 | 180,095 | 300,095 | | Michael M. Calbert | 125,000 | 380,114 | 505,114 | | Brent Callinicos | 157,500 | 180,095 | 337,595 | | George Cheeks | 125,000 | 180,095 | 305,095 | | Kate Gulliver3 | 49,000 | N/A | 49,000 | | G. Penny McIntyre | 125,000 | 180,095 | 305,095 | | Amy McPherson | 145,000 | 180,095 | 325,095 | | Amanda Sourry | 145,000 | 180,095 | 325,095 | | Former Director | | | | | Allison Peterson4 | 59,375 | N/A | 59,375 |

  28. Performance-focused

    Performance-focused The majority of each Named Executive Officer’s total direct compensation opportunity includes short-term and long-term incentive awards that pay out only if we achieve specific financial and strategic targets. Our equity awards are impacted by our stock price performance over time. The design of our compensation program, which takes a pay for performance approach, remained unchanged. All performance-based incentive awards continue to be subject to different performance measures implemented in 2023. Our compensation program 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 is designed to reward them only to the extent they attain these objectives.

  29. Competitive

    Competitive Our compensation program is designed to enable PVH to attract and retain top talent best positioned to drive the strategic execution of the PVH+ Plan. 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 subject matter expertise critical to achieve our growth drivers. 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 53.)

  30. 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. |

  31. Considerations when setting compensation

    Considerations when setting compensation Every year the Compensation Committee reviews the performance and compensation packages for each of our Named Executive Officers. This review considers the NEOs’ respective base salaries, the annual bonus and PSU award targets and measures, the grant date value of the NEOs’ equity awards, and the mix of pay across these compensation elements. We do not prescribe a specific formula for the allocation of pay elements other than to favor variable performance-based pay over fixed, and long-term pay over short-term. When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the competitiveness of our compensation compared to the compensation for comparable executives within our compensation peer group. The Compensation Committee obtains input from the independent compensation consultant and also considers factors, such as:

  32. Authority to grant equity awards

    Authority to grant equity awards The Compensation Committee has the sole authority to grant equity awards to the NEOs. The Committee has delegated limited authority to the 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 hiring. Pursuant to this authority, the Chief People Officer may grant annually, restricted stock units with an aggregate grant date value of $5 million. Awards made for retentive purposes in connection with any singular event, occurrence or circumstance shall also be limited to a grant date value of $500,000 with respect to all grantees, in the aggregate. This delegation is reviewed annually. The Committee receives a report annually on the awards granted pursuant to this delegation of authority.

  33. 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 value of outstanding equity awards based on our current share price and the number of shares underlying those awards to assess the full value of our executives’ compensation and total rewards over multiple years. The Committee reviews prior-year and proposed compensation, 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.

  34. Independent Compensation Consultant

    Independent Compensation Consultant In December 2024, the Compensation Committee approved the retention of Frederic W. Cook & Co. (“FW Cook”) as its new independent compensation consultant, replacing ClearBridge Compensation Group (“ClearBridge”). FW Cook is a compensation consultant and industry leader. The change was made in part based on FW Cook’s experience in our industry and their ability to leverage international compensation resources. The Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees. Both ClearBridge and FW Cook have been determined by the Compensation Committee to be independent under SEC rules and NYSE listing standards. FW Cook 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. FW Cook reports directly to the Compensation Committee and partners with PVH management, including our Chief Executive Officer, Chief People Officer, and Total Rewards team to review compensation packages and the overall compensation program. The Committee instructs the compensation consultant team 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 2024 were whether to maintain our overall program design and how to improve the long-term elements of the program to drive greater consistency and meet the PVH+ Plan drivers. The compensation consultant provides competitive benchmarking and 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.

  35. Overview

    | Pay element | Compensation Approach | Compensation Decisions for 2024 | | Base salary | ∙ The Committee considers whether the NEO was recently promoted or assumed additional responsibilities. The Committee also considers market data. | ∙ Messrs. Larsson and Coughlin each received base salary increases as part of the Compensation Committee’s annual compensation review process based on their performance in 2023 and to better align with market peers. ∙ Mr. Savman received a base salary increase in recognition of his new role. | | 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 for NEOs with divisional responsibilities: EBIT and revenue ∙ Payouts can be modified by +/- 25% of salary based on strategic performance criteria ∙ Performance goals are generally established around the end of the first quarter ∙ 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 an overall payout of 97% of target for Total PVH performance; 89% of target for Calvin Klein Global; 78% for Tommy Hilfiger Global; and 92% for PVH Europe. ∙ As a part of the Compensation Committee’s annual compensation review process, Mr. Coughlin received a bonus target increase based on his performance in 2023 and to better align with market peers. | | 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 ∙ Receipt of payouts of PSU awards for our CEO are subject to a one-year holding period after vesting | ∙ All Executive Leadership Team members receive 50% of their equity award value in PSUs, while the balance is delivered in a combination of options and RSUs or RSUs only. ∙ Return on invested capital focuses on building long-term value and recognizes the role of our most senior leaders in influencing capital investment decisions ∙ As part of the Compensation Committee’s annual compensation review process, Mr. Coughlin received an equity target increase based on his performance in 2023 and to better align with market peers. |

  36. Short-Term Incentives – Performance Incentive Bonus Plan

    Short-Term Incentives – Performance Incentive Bonus Plan

  37. Objective

    Objective Annual bonus awards under our Performance Incentive Bonus Plan provide cash compensation that is at risk and contingent on the achievement of short-term company performance goals and, for NEOs within business units, performance goals for the business units they lead. We establish performance targets that we believe are rigorous, and at the same time, 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.

  38. Considerations

    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 after the Board approves the annual budget. The Compensation Committee makes three sets of decisions regarding annual bonuses before making awards:

  39. Considerations

    | 1 Potential target bonus opportunity (% of base salary) 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 the NEOs against which they are individually assessed. |

  40. Potential bonus payouts and financial metrics

    Potential bonus payouts and financial metrics The Compensation Committee sets threshold, target and maximum payout opportunities for each NEO, expressed as a percentage of the NEO’s base salary. Threshold and maximum payout for all NEOs are 25% and 200%, respectively, of their annual target shown below. Annual bonuses for Messrs. Larsson, Coughlin and Savman were based entirely upon corporate performance, while bonuses for Mses. Rytz Goldman and Serrano and Mr. Hagman were based on both corporate performance and the performance of their respective business units, in the proportions shown below.

  41. Potential bonus payouts and financial metrics

    | Named Executive Officer | Business Unit | Base Salaryx | Target Annual Incentive as a % of Salary | Financial Metrics and Weights as a Percent of Each NEOs Target Annual Incentive | | | | | | | | | x | (PVH Corp. Component | + | Business Unit Component) | = | Target Annual Incentive Payout | | Stefan Larsson | PVH Corp. | $1,450,000x | 200%x | (100% | | N/A) | = | $2,900,000 | | Zachary J. Coughlin1 | PVH Corp. | $900,000x | 125%x | (100% | | N/A) | = | $1,125,000 | | Lea Rytz Goldman2 | Tommy Hilfiger Global | €630,495x | 100%x | (30% | + | 70%) | = | €630,495 | | David Savman3 | PVH Corp. | $750,000x | 100%x | (100% | | N/A) | = | $750,000 | | Eva Serrano | Calvin Klein Global | $850,000x | 100%x | (30% | + | 70%) | = | $850,000 | | Martijn Hagman | PVH Europe | €1,000,000x | 100%x | (30% | + | 70%) | = | €1,000,000 |

  42. Potential bonus payouts and financial metrics

    1 Mr. Coughlin received an increase target in recognition of his 2023 performance significantly advancing the PVH+ Plan drivers and to align to market peers. 2 Target amount and base salary are prorated based on actual days of service. Ms. Rytz Goldman joined PVH on April 3, 2024. 3 Mr. Savman was promoted to Global Head of Operations and Chief Supply Chain Officer effective January 27, 2025. As the Performance Incentive Bonus plan rules, his salary as of October 31, 2024, was used to calculate his bonus payout.

  43. Corporate EBIT and Revenue

    Corporate EBIT and Revenue Corporate (which refers to our consolidated performance) EBIT and revenue goals were based on the budget reviewed with and approved by the Board at the time the goals were established and were subject to the agreed-upon adjustments and exclusions. Once the target goals were determined, we set the threshold and maximum performance goals. The threshold-to-maximum range, approved at the same time as the budget, can vary from year to year based on the Compensation Committee’s evaluation of business conditions. The range for 2024 was 80% to 115% on EBIT and 93% to 105% on revenue. This range appropriately recognizes 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 2024 are set forth below.

  44. Business unit EBIT and Revenue

    Business unit EBIT and Revenue A majority of the annual bonus opportunities for Mr. Hagman and Mses. Rytz Goldman and 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 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 2024.

  45. 2024 annual bonus payouts

    2024 annual bonus payouts In 2024, our EBIT (as calculated for bonus purposes) for both total PVH performance and for our NEOs’ business units were below target, with total PVH being 97%, Calvin Klein Global achieving 90%, Tommy Hilfiger Global achieving 76% and PVH Europe achieving 82%. Revenue performance varied, with total PVH being 96%, Calvin Klein Global achieving 87%, Tommy Hilfiger Global achieving 83% and PVH Europe achieving 122%. While 2024 Revenue and EBIT were lower than 2023, the results were aligned with guidance provided to market and analyst consensus given challenging macroeconomic challenges due to consumer demand and continued elevated levels of inflation. The resulting payouts, reflected in the second chart below, were 97% of target for the corporate NEOs, 83% of target for Ms. Rytz Goldman, 91% of target for Ms. Serrano and 93% for Mr. Hagman. Below are the performance goals established for 2024 and the actual performance achieved.

  46. 2024 annual bonus payouts

    | | | | Fiscal Year 2024 Award Targets1,2 | | | | | FY24 Results | Payout as % of Target Incentive | | | | Weighting | Threshold | Threshold Plus | Target | Target Plus | Maximum | | | | Total PVH Applied to all Named Executive Officers | Revenue | 25% | $8,125 | — | $8,733 | — | $9,175 | $8,696 | 95.53% | | | EBIT | 75% | $710 | $750 | $883 | $975 | $1,015 | $876 | 97.30% | | | Weighted average payout as % of Target | | | | | | | | 96.86% | | Calvin Klein Global Applied to Ms. Serrano | Revenue | 25% | $3,575 | — | $3,837 | — | $4,025 | $3,791 | 86.84% | | | EBIT | 75% | $470 | $500 | $587 | $645 | $675 | $569 | 89.72% | | | Weighted average payout as % of Target | | | | | | | | 89.00% | | Tommy Hilfiger Global Applied to Ms. Rytz Goldman | Revenue | 25% | €4,000 | — | €4,307 | — | €4,525 | €4,237 | 82.90% | | | EBIT | 75% | €525 | €560 | €659 | €725 | €760 | €612 | 76.05% | | | Weighted average payout as % of Target | | | | | | | | 77.76% | | PVH Europe Applied to Mr. Hagman | Revenue | 25% | €3,475 | — | €3,737 | — | €3,925 | €3,779 | 122.46% | | | EBIT | 75% | €565 | €600 | €707 | €780 | €815 | €668 | 81.63% | | | Weighted average payout as % of Target | | | | | | | | 91.84% |

  47. 2024 annual bonus payouts

    1 All revenue and EBIT values are expressed in millions. 2 For both metrics, actual payout is 0% if performance is below threshold, 25% of target for performance at threshold, 50% of target for performance at threshold plus, 100% of target for target performance, 150% of target for target plus performance, and 200% of target for maximum performance, with interpolation for performance levels between the amounts above.

  48. 2024 annual bonus payouts

    | | Business Unit | Base Salaryx | Target Annual Incentive as a % of Salaryx | Financial Metrics and Weights as a Percent of Each NEOs Target Annual Incentive | | | | | | NEO | | | | PVH Corp. Component | + | Business Unit Component | = | Target Annual Incentive Payout | | Stefan Larsson | PVH Corp. | $1,450,000x | 200%x | 96.86% | | N/A | = | $2,808,940 | | Zachary J. Coughlin | PVH Corp. | $900,000x | 125%x | 96.86% | | N/A | = | $1,089,675 | | Lea Rytz Goldman1 | Tommy Hilfiger Global | €630,495x | 100%x | 29.06% | + | 54.43% | = | €526,400 | | David Savman2 | PVH Corp. | $750,000x | 100%x | 96.86% | | N/A | = | $726,450 | | Eva Serrano | Calvin Klein Global | $850,000x | 100%x | 29.06% | + | 62.30% | = | $776,543 | | Martijn Hagman | PVH Europe | €1,000,000x | 100%x | 29.06% | + | 64.29% | = | €933,460 |

  49. 2024 annual bonus payouts

    1 Annual bonuses for Messrs. Larsson, Coughlin and Savman were based 100% on PVH corporate performance, while bonuses for Mses. Rytz Goldman and Serrano and Mr. Hagman were based on 30% corporate performance and 70% performance of their respective business units. 2 Base salary and payout amount prorated based on actual days of service. Ms. Rytz Goldman joined PVH on April 3, 2024. 3 Mr. Savman was promoted to Global Head of Operations and Chief Supply Chain Officer effective January 27, 2025. In accordance with the Performance Incentive Bonus plan, his salary as of October 31, 2024, was used to calculate his bonus payout.

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

    Long-Term Incentives — Stock Options and Restricted Stock Units

  51. 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.

  52. Considerations

    Considerations We grant restricted stock units because they align with stockholders’ interests and promote retention of our NEOs. Stock price performance has the same effect on holders of restricted stock units as it does on holders of our common stock. 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 have determined that RSUs and PSUs, which are discussed below, are better vehicles for our long-term incentives. As such, we granted additional RSUs and PSUs in 2025 in lieu of stock options and currently intend to continue this practice.

  53. 2024 decisions

    2024 decisions We made annual grants of restricted stock units to all of our NEOs in April and stock options were granted to our CEO, CFO, and Former CEO, PVH Europe. 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). Grantees can exercise their in-the-money vested stock options with shares from the exercise, with cash or can use existing shares of PVH common stock already owned (either through previous stock option exercises or other holdings) to pay for the exercise of new options.

  54. Long-Term Incentives — Performance Share Units

    Long-Term Incentives — Performance Share Units 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. Performance share unit awards granted in 2024 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. No changes were made in 2024. The three-year TSR measure is based on a comparison of PVH performance against a custom, industry-appropriate peer group of 45 companies identified below.

  55. Long-Term Incentives — Performance Share Units

    | Abercrombie & Fitch Co. American Eagle Outfitters, Inc. The Buckle, Inc. Burlington Stores, Inc. Caleres, Inc. Canada Goose Holdings Inc. Capri Holdings Limited Carter’s, Inc. The Children’s Place, Inc. Columbia Sportswear Company Crocs, Inc. Deckers Outdoor Corporation | Designer Brands Inc. Dillard’s, Inc. The Estée Lauder Companies Inc. Express, Inc. Foot Locker, Inc. Fossil Group, Inc. The Gap, Inc. G-III Apparel Group, Ltd. Gildan Activewear Inc. Guess?, Inc. Hanesbrands Inc. | Hugo Boss AG J.Jill, Inc. Kohl’s Corporation Kontoor Brands, Inc. Levi Strauss & Co. Lululemon Athletica Inc. Macy’s, Inc. Movado Group, Inc. NIKE, Inc. Nordstrom, Inc. Oxford Industries, Inc. Ralph Lauren Corporation | Ross Stores, Inc. Skechers U.S.A., Inc. Steven Madden, Ltd. Tapestry, Inc. The TJX Companies, Inc. Under Armour, Inc. Urban Outfitters, Inc. V.F. Corporation Victoria’s Secret & Co. Wolverine Worldwide, Inc. |

  56. 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 and require above-median performance for a target payout.

  57. 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 |

  58. 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 10, 2024 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.

  59. Performance measures

    | NEO | Threshold ($)1 | Threshold (# shares) | Target ($)1 | Target (# shares) | Maximum ($)1 | Maximum (# shares) | | Stefan Larsson | 2,775,139 | 25,286 | 5,550,277 | 50,572 | 11,100,554 | 101,144 | | Zachary J. Coughlin | 900,170 | 8,202 | 1,800,339 | 16,404 | 3,600,678 | 32,808 | | Lea Rytz Goldman | 375,126 | 3,418 | 750,251 | 6,836 | 1,500,502 | 13,672 | | David Savman | 250,011 | 2,278 | 500,021 | 4,556 | 1,000,042 | 9,112 | | Eva Serrano | 425,172 | 3,874 | 850,343 | 7,748 | 1,700,686 | 15,496 | | Martijn Hagman | 750,032 | 6,834 | 1,500,063 | 13,668 | 3,000,126 | 27,336 |

  60. Performance measures

    1 The award values are equal to the number of shares multiplied by $109.75, 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 60.

  61. Payouts of Prior Performance Share Unit Awards

    Payouts of Prior Performance Share Unit Awards Payouts of Performance Share Unit Awards for the 2022 – 2025 Performance Cycle We made awards of performance share units in 2022. Messrs. Larsson, Coughlin and Hagman were among those who received awards. These awards were subject to achievement of EBIT over a three-year performance period, and relative TSR against prescribed targets over a three-year performance period. The performance goals for these cycles were as follows:

  62. Payouts of Prior Performance Share Unit Awards

    | | Weight | Threshold ($000) | Target ($000) | Maximum ($000) | | EBIT (three-year) | 50% | $3,049,000 | $3,674,000 | $3,931,000 | | Relative TSR (percentile) (three-year) | 50% | 30th | 55th | 80th |

  63. Payouts of Prior Performance Share Unit Awards

    Our EBIT and relative TSR were $2,657,504 and 62nd percentile respectively. As a result, Messrs. Larsson, Coughlin and Hagman received payouts on a straight-line interpolation between target and maximum levels, as follows:

  64. Payouts of Prior Performance Share Unit Awards

    | | Shares (#) | | | | Amount ($) | | Name | Threshold | Target | Maximum | Actual | Actual | | Stefan Larsson | 23,534 | 47,068 | 94,136 | 30,336 | 2,130,801 | | Zachary J. Coughlin | 3,286 | 6,572 | 13,144 | 4,236 | 297,537 | | Martijn Hagman1 | 4,310 | 8,620 | 17,240 | 5,556 | 390,253 |

  65. Payouts of Prior Performance Share Unit Awards

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

  66. Competitive Pay for Performance

    Competitive Pay for Performance

  67. 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 our independent compensation consultant 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 compensation benchmark data from peer companies. 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 competitive. The compensation peer group companies (when selected) had revenues for their most recently completed fiscal years between approximately 60% and 250% of our annual revenue, as shown below.

  68. Compensation Peer Group

    | Company | Industry | Most Recent Fiscal Year Revenue ($000)1 | Enterprise Value as of 2/2/25 ($000)2 | | | Ross Stores, Inc. | Apparel Retail | $21,129 | $51,059 | | | The Estée Lauder Companies Inc. | Personal Care Products | $15,608 | $37,610 | | | The Gap, Inc. | Apparel Retail | $15,086 | $12,324 | | | V.F. Corporation | Apparel, Accessories and Luxury Goods | $10,454 | $14,499 | | | PVH Corp. | Apparel, Accessories and Luxury Goods | $8,653 | $7,942 | | | Foot Locker, Inc. | Apparel Retail | $7,988 | $4,527 | | | Tapestry, Inc. | Apparel, Accessories and Luxury Goods | $6,671 | $18,217 | | | Ralph Lauren Corporation | Apparel, Accessories and Luxury Goods | $6,631 | $16,484 | | | Victoria’s Secret & Co. | Apparel Retail | $6,230 | $5,820 | | | Levi Strauss & Co. | Apparel, Accessories and Luxury Goods | $6,355 | $9,057 | | | Hanesbrands Inc. | Apparel, Accessories and Luxury Goods | $3,507 | $6,118 | | | Capri Holdings Limited | Apparel, Accessories and Luxury Goods | $5,170 | $6,213 | |

  69. Compensation Peer Group

    1 Most Recent Fiscal Year Revenue source was company filings as provided by FactSet. 2 Enterprise Value provided by Equilar

  70. 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 2024 year-end (the last business day of 2024). 1 Compensation Peer Group Revenue and Non-GAAP EBIT source company filings supplied by FactSet. 2 FactSet used consensus information when actual not available 3 Individual list of Russell 3000 companies for TSR 4 Overall percentile rank excludes TSR vs. Russell 3000

  71. 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 2022, 2023 and 2024 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 using the stock price at the end of each fiscal year. 2 Total shareholder return ends with fiscal year end and begins with last business date of prior fiscal year.

  72. 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. In practice, this ensures that vestings of annual awards vest during a period outside of trading blackouts related to earnings announcements. 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. We do not time the grant of equity-based awards to take advantage of the release 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 action.

  73. 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 Ms. Rytz Goldman’s, are evergreen. The material terms of these agreements are described under the heading “Employment Contracts,” beginning on page 64. Exhibit B provides a list of the SEC filings that have an NEO employment agreement as an exhibit. The severance multipliers under the active NEOs’ agreements are as follows:

  74. 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 | | Lea Rytz Goldman | 1x base salary and target bonus | 1x base salary and target bonus | | David Savman | 2x base salary and target bonus | 2x base salary and target bonus | | Eva Serrano | 2x base salary and target bonus | 2x base salary and target bonus |

  75. 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).

  76. 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.

  77. 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.

  78. 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 other associates participate, are based on the same performance measures as those that apply to NEO bonuses, which means that all PVH associates participating in bonus plans 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. Amounts earned under our annual bonus and PSU plans are subject to recoupment in the event of a restatement of our financial statements or a material breach of a material company policy

  79. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table includes the 2022, 2023 and 2024 compensation data for our Named Executive Officers for the years in which they served as NEOs.

  80. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus1 ($) | Stock Awards2 ($) | Option Awards3 ($) | Non-Equity Incentive Plan Compensation4 ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings5 ($) | All Other Compensation6 ($) | Total ($) | | Stefan Larsson Chief Executive Officer, PVH Corp. | 2024 2023 2022 | 1,421,154 1,291,667 1,300,000 | 0 0 0 | 9,370,068 8,880,455 6,400,236 | 2,225,040 2,221,317 1,600,409 | 2,808,940 2,784,080 2,199,210 | 244,990 274,671 417,826 | 207,846 161,714 221,394 | 16,278,038 15,613,904 12,139,075 | | Zachary J. Coughlin Executive Vice President and Chief Financial Officer | 2024 2023 2022 | 890,385 844,561 705,114 | 0 200,000 0 | 3,130,223 2,640,553 2,140,275 | 725,424 660,744 750,513 | 1,089,675 910,180 596,854 | N/A N/A N/A | 124,047 85,482 280,447 | 5,959,754 5,341,520 4,473,203 | | Lea Rytz Goldman7 Global Brand President, Tommy Hilfiger | 2024 | 627,059 | 195,996 | 1,604,478 | N/A | 566,880 | N/A | 387,599 | 3,382,012 | | David Savman Global Head of Operations and Chief Supply Chain Officer | 2024 | 745,192 | 500,000 | 1,069,339 | N/A | 726,450 | N/A | 469,288 | 3,510,269 | | Eva Serrano Global Brand President, Calvin Klein | 2024 2023 | 850,000 764,059 | 0 1,318,000 | 1,818,533 2,500,659 | N/A N/A | 776,543 873,028 | N/A N/A | 73,362 816,726 | 3,518,438 6,272,472 | | Martijn Hagman7 Former Chief Executive Officer, PVH Europe | 2024 2023 2022 | 1,076,900 1,082,500 1,019,861 | 0 0 0 | 2,608,342 2,400,085 1,900,395 | 603,504 604,233 1,100,067 | 1,005,243 870,298 747,199 | N/A N/A N/A | 103,216 78,425 87,610 | 5,397,205 5,035,541 4,855,132 |

  81. Summary Compensation Table

    1 Ms. Rytz Goldman received a sign-on award of €182,000 in commencement of her employment on April 3, 2024, as a make-whole award against the annual bonus she would have received at her prior company. The award made to Ms. Rytz Goldman is subject to a clawback provision in the event of a termination of employment. Mr. Savman received a one-time cash bonus of $500,000 in recognition of his increased duties and responsibilities as interim CEO PVH Europe while also fulfilling his role as Chief Supply Chain Officer. 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:

  82. Summary Compensation Table

    | Name | Fiscal Year | Restricted Stock Units ($) | Performance Share Unit Awards ($) | Total Stock Awards ($) | | Stefan Larsson | 2024 2023 2022 | 3,330,254 3,330,212 2,400,162 | 6,039,814 5,550,243 4,000,074a | 9,370,068 8,880,455 6,400,236 | | Zachary J. Coughlin | 2024 2023 2022 | 1,080,379 990,181 1,540,153b | 2,049,844 1,650,372 600,122a | 3,130,223 2,640,553 2,140,275 | | Lea Rytz Goldman | 2024 | 750,251 | 854,227 | 1,604,478 | | David Savman | 2024 | 500,021 | 569,318 | 1,069,339 | | Eva Serrano | 2024 2023 | 850,343 1,750,414b | 968,190 750,245 | 1,818,533 2,500,659 | | Martijn Hagman | 2024 2023 2022 | 900,389 900,012 1,100,110 | 1,707,953 1,500,073 800,285a | 2,608,342 2,400,085 1,900,395 |

  83. Summary Compensation Table

    a Reflects grant date value. For performance achieved and awards earned, please see the Pay for Performance section on page 52. b Includes special RSU grants. 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 2024, 2023 and 2022 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:

  84. Summary Compensation Table

    | | 2024 | 2023 | 2022 | | Weighted Average Grant Date Fair Value Per PSU | $137.44 | $119.51 | $103.28 | | Weighted Average Risk-Free Interest Rate | 4.71% | 3.56% | 2.91% | | Expected Annual Dividends Per Share | $0.15 | $0.15 | $0.15 | | Weighted Average Company Volatility | 48.28% | 58.21% | 64.02% |

  85. 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 2024, 2023 and 2022 are subject to a holding period of one year after the applicable vesting date. For such awards, the grant date fair values were discounted 4.40%, 7.40%, and 6.90%, respectively, for the restriction of liquidity, which we calculated using the Finnerty model. The value of the 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.

  86. Summary Compensation Table

    | Name | 2024 | 2023 | 2022 | | Stefan Larsson | 11,100,554 | 9,655,101 | 7,038,549 | | Zachary J. Coughlin | 3,600,678 | 2,657,466 | 982,777 | | Lea Rytz Goldman | 1,500,502 | N/A | N/A | | David Savman | 1,000,042 | N/A | N/A | | Eva Serrano | 1,700,686 | 1,208,061 | N/A | | Martijn Hagman | 3,000,126 | 2,415,451 | 1,310,569 |

  87. 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:

  88. Summary Compensation Table

    | | 2024 | 2023 | 2022 | | Weighted Average Grant Date Fair Value Per Option | $60.96 | $43.47 | $34.27 | | Weighted Average Risk-Free Interest Rate | 4.33% | 3.33% | 2.50% | | Expected Annual Dividends Per Share | $0.15 | $0.15 | $0.15 | | Weighted Average Company Volatility | 53.32% | 50.60% | 47.34% | | Weighted Average Expected Option Term, In Years | 6.25 | 6.25 | 6.25 |

  89. 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:

  90. 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 | 2024 2023 2022 | 18,933 23,450 1,527 | 226,057 251,221 416,299 | 244,990 274,671 417,826 | | Zachary J. Coughlin | 2024 2023 2022 | N/A N/A N/A | N/A N/A N/A | N/A N/A N/A | | Lea Rytz Goldman | 2024 | N/A | N/A | N/A | | David Savman | 2024 | N/A | N/A | N/A | | Eva Serrano | 2024 2023 | N/A N/A | N/A N/A | N/A N/A | | Martijn Hagman | 2024 2023 2022 | N/A N/A N/A | N/A N/A N/A | N/A N/A N/A |

  91. Summary Compensation Table

    † The amounts reported represent the aggregate change in the actuarial value of Mr. Larsson’s accumulated benefits under all defined benefit plans. 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 74. 6 The following table provides additional information about the amounts that appear in the “All Other Compensation” column:

  92. Summary Compensation Table

    | | | Perquisites | | PVH Contributions to Defined Contribution Plansa ($) | Total ($) | | Name | Fiscal Year | Personal Travel ($) | Other ($) | | | | Stefan Larsson | 2024 2023 2022 | 32,659b 39,534b 28,719b | 0 0 0 | 175,187 122,180 192,675 | 207,846 161,714 221,394 | | Zachary J. Coughlin | 2024 2023 2022 | 0 0 0 | 0 0c 250,812d | 124,047 85,482 29,635 | 124,047 85,482 280,447 | | Lea Rytz Goldman | 2024 | 19,208e | 344,118f | 24,273 | 387,599 | | David Savman | 2024 | 0 | 400,821g | 68,467 | 469,288 | | Eva Serrano | 2024 2023 | 0 0 | 0 797,128h | 73,362 19,598 | 73,362 816,726 | | Martijn Hagman | 2024 2023 2022 | 32,659e 23,382e 22,652e | 0 0 0 | 70,557 55,043 64,958 | 103,216 78,425 87,610 |

  93. Summary Compensation Table

    a For U.S.-based NEOs, this represents company contributions to our AIP and our Supplemental Savings Plan. For Ms. Rytz Goldman and Mr. Hagman, this represents company contributions to both our Zwitserleven Nu 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 55. 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 55. f This amount consists of housing allowance of $234,573, moving and relocation expenses of $70,161, a tax gross-up on the moving expenses of $36,692 and a moving allowance of $2,692. g This amount consists of moving and relocation expenses of $251,456 and a tax gross-up on the moving allowance of $149,365. h This amount consists of moving and relocation expenses of $518,133 and a tax gross-up of $278,995. 7 Mr. Hagman’s last date of employment was April 13, 2025. Ms. Rytz Goldman’s and 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 1.0769 for 2024, 1.0825 for 2023, and 1.0487 for 2022.

  94. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  95. 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 | 4/10/2024 | | | | | | | | 36,500 | 109.75 | 2,225,040 | | | 4/10/2024 | | | | | | | 30,344 | | | 3,330,254 | | | 4/10/2024 | | | | 25,286 | 50,572 | 101,144 | | | | 6,039,814 | | | 4/10/2024 | 725,000 | 2,900,000 | 5,800,000 | | | | | | | | | Zachary J. Coughlin | 4/10/2024 | | | | | | | | 11,900 | 109.75 | 725,424 | | | 4/10/2024 | | | | | | | 9,844 | | | 1,080,379 | | | 4/10/2024 | | | | 8,202 | 16,404 | 32,808 | | | | 2,049,844 | | | 4/10/2024 | 281,250 | 1,125,000 | 2,250,000 | | | | | | | | | Lea Rytz Goldman | 4/10/2024 | | | | | | | 6,836 | | | 750,251 | | | 4/10/2024 | | | | 3,418 | 6,836 | 13,672 | | | | 854,227 | | | 4/10/20245 | 169,745 | 678,980 | 1,357,959 | | | | | | | | | David Savman | 4/10/2024 | | | | | | | 4,556 | | | 500,021 | | | 4/10/2024 | | | | 2,278 | 4,556 | 9,112 | | | | 569,318 | | | 4/10/2024 | 187,500 | 750,000 | 1,500,000 | | | | | | | | | Eva Serrano | 4/10/2024 | | | | | | | 7,748 | | | 850,343 | | | 4/10/2024 | | | | 3,874 | 7,748 | 15,496 | | | | 968,190 | | | 4/10/2024 | 212,500 | 850,000 | 1,700,000 | | | | | | | | | Martijn Hagman | 4/10/2024 | | | | | | | | 9,900 | 109.75 | 603,504 | | | 4/10/2024 | | | | | | | 8,204 | | | 900,389 | | | 4/10/2024 | | | | 6,834 | 13,668 | 27,336 | | | | 1,707,953 | | | 4/10/20245 | 269,225 | 1,076,900 | 2,153,800 | | | | | | | |

  96. 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 2024 performance. Ms. Rytz Goldman’s potential payout opportunities are prorated for the number of days she has been employed. 2 These amounts represent potential share payouts of PSU awards. See discussion on page 52. 3 These amounts represent RSU awards. See discussion on page 50. 4 These amounts represent stock option awards. See discussion on page 50. 5 Potential cash payouts for Ms. Rytz Goldman and Mr. Hagman have been converted at a euro-to-U.S. dollar exchange rate of 1.0769, which was the average exchange rate for 2024.

  97. 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

  98. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  99. 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 | 76,649 | 8,490,383 | | Zachary J. Coughlin | 0 | 0 | 10,859 | 1,189,975 | | Lea Rytz Goldman | 0 | 0 | 0 | 0 | | David Savman | 0 | 0 | 2,097 | 224,515 | | Eva Serrano | 0 | 0 | 2,238 | 243,181 | | Martijn Hagman | 0 | 0 | 12,840 | 1,398,933 |

  100. 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.

  101. Pension Benefits

    Pension Benefits

  102. Pension Benefits

    | Name | Plan name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit1 ($) | Payments During Last Fiscal Year ($) | | Stefan Larsson | Pension Plan2 | 4.0000 | 96,182 | 0 | | | Supplemental Pension Plan2 | 4.0000 | 1,252,931 | 0 | | Zachary J. Coughlin | Pension Plan | N/A | N/A | N/A | | | Supplemental Pension Plan | N/A | N/A | N/A | | Lea Rytz Goldman | Pension Plan | N/A | N/A | N/A | | | Supplemental Pension Plan | N/A | N/A | N/A | | David Savman | 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 | | Martijn Hagman | Pension Plan | N/A | N/A | N/A | | | Supplemental Pension Plan | N/A | N/A | N/A |

  103. Pension Benefits

    1 See Note 11, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the year ended February 2, 2025, 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 2, 2025, which is the pension plan measurement date that we use for financial statement reporting purposes. Retirement age is the plan's "normal" retirement age or the earliest time when a participant may retire without an age-based reduction. The present values as of February 2, 2025 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 5.72% discount rate, (iii) form of payment in the qualified plan as follows: 90% assumed to elect a lump sum; 5% assumed to elect a life annuity, 2.5% assumed to elect a 50% joint and survivor, and 2.5% 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 segment rates of 3.70% for payments expected to be made for the first 5 years, 4.05% for payments between 5 and 20 years, and 4.35% for payments to be made after 20 years).

  104. 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 Messrs. Coughlin, Savman and Ms. Serrano, who are not eligible to participate in the Plan, as they were hired after this date. In 2023 the Company’s Board of Directors approved changes to the plan to freeze future service benefits for most participants after June 30, 2024, and after June 30, 2026, for eligible “Transition Participants” who may continue to accrue benefits until that date. None of the Named Executive Officers are Transition Participants. 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. 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:

  105. 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% |

  106. 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.

  107. Non-Qualified Deferred Compensation

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

  108. 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 | 230,622 | 159,904 | 281,887 | — | 1,613,345 | | Zachary J. Coughlin | 88,534 | 99,628 | 54,805 | — | 424,140 | | David Savman | 24,231 | 44,182 | 6,235 | — | 89,538 | | Eva Serrano | — | 48,231 | 5,837 | — | 67,907 |

  109. Non-Qualified Deferred Compensation

    1 Amounts are reported in the Summary Compensation Table for 2024. 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 $798,625 for Mr. Larsson, $146,117 for Mr. Coughlin and $12,904 for Ms. Serrano.

  110. 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 64. The following tables disclose the potential payments upon termination of employment or change in control with respect to each NEO, other than Mr. Hagman, whose employment terminated on April 13, 2025. The assumptions used are set forth below the last table.

  111. Potential Payments Upon Termination and Change in Control Provisions

    | Stefan Larsson1 | Voluntary Termination on February 2, 2025 | Retirement at February 2, 2025 | Death at February 2, 2025 | Disability at February 2, 2025 | Termination Without Cause or for Good Reason on February 2, 2025 | Termination for Cause at February 2, 2025 | Termination Without Cause or for Good Reason Upon Change in Control at February 2, 20252 | | Severance Value3 | $0 | $0 | $0 | $0 | $8,700,000 | $0 | $8,700,000 | | Performance Incentive Bonus Plan4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options5 | 0 | 0 | 644,687 | 644,687 | 0 | 0 | 644,687 | | Value of unvested restricted stock units6 | 0 | 0 | 7,408,486 | 7,408,486 | 0 | 0 | 7,408,486 | | Value of unvested performance share units7 | 0 | 0 | 8,260,390 | 8,186,918 | 6,953,755 | 0 | 8,260,390 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 47,830 | 0 | 47,830 | | Total | $0 | $0 | $16,313,563 | $16,240,091 | $15,701,585 | $0 | $25,061,393 |

  112. Potential Payments Upon Termination and Change in Control Provisions

    | Zachary J. Coughlin1 | Voluntary Termination on February 2, 2025 | Retirement at February 2, 2025 | Death at February 2, 2025 | Disability at February 2, 2025 | Termination Without Cause or for Good Reason on February 2, 2025 | Termination for Cause at February 2, 2025 | Termination Without Cause or for Good Reason Upon Change in Control at February 2, 20252 | | Severance Value3 | $0 | $0 | $0 | $0 | $4,050,000 | $0 | $4,050,000 | | Performance Incentive Bonus Plan4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options5 | 0 | 0 | 264,206 | 264,206 | 0 | 0 | 264,206 | | Value of unvested restricted stock units6 | 0 | 0 | 2,146,099 | 2,146,099 | 0 | 0 | 2,146,099 | | Value of unvested performance share units7 | 0 | 0 | 1,808,218 | 1,943,500 | 1,543,500 | 0 | 1,808,218 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 47,830 | 0 | 47,830 | | Total | $0 | $0 | $4,218,523 | $4,353,805 | $5,641,330 | $0 | $8,316,353 |

  113. Potential Payments Upon Termination and Change in Control Provisions

    | Lea Rytz Goldman | Voluntary Termination on February 2, 2025 | Retirement at February 2, 2025 | Death at February 2, 2025 | Disability at February 2, 2025 | Termination Without Cause or for Good Reason on February 2, 2025 | Termination for Cause at February 2, 2025 | Termination Without Cause or for Good Reason Upon Change in Control at February 2, 20252 | | Severance Value3,9 | $0 | $0 | $0 | $18,000 | $1,554,300 | $0 | $1,554,300 | | Performance Incentive Bonus Plan4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options5 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of unvested restricted stock units6 | 0 | 0 | 612,506 | 612,506 | 0 | 0 | 612,506 | | Value of unvested performance share units7 | 0 | 0 | 166,691 | 166,691 | 0 | 0 | 166,691 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | $0 | $0 | $779,197 | $797,197 | $1,554,300 | $0 | $2,333,497 |

  114. Potential Payments Upon Termination and Change in Control Provisions

    | David Savman1 | Voluntary Termination on February 2, 2025 | Retirement at February 2, 2025 | Death at February 2, 2025 | Disability at February 2, 2025 | Termination Without Cause or for Good Reason on February 2, 2025 | Termination for Cause at February 2, 2025 | Termination Without Cause or for Good Reason Upon Change in Control at February 2, 20252 | | Severance Value3 | $0 | $0 | $0 | $0 | $3,300,000 | $0 | $3,300,000 | | Performance Incentive Bonus Plan4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options5 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of unvested restricted stock units6 | 0 | 0 | 877,632 | 877,632 | 0 | 0 | 877,632 | | Value of unvested performance share units7 | 0 | 0 | 294,971 | 372,425 | 261,330 | 0 | 294,971 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 47,830 | 0 | 47,830 | | Total | $0 | $0 | $1,172,603 | $1,250,057 | $3,609,160 | $0 | $4,520,433 |

  115. Potential Payments Upon Termination and Change in Control Provisions

    | Eva Serrano1 | Voluntary Termination on February 2, 2025 | Retirement at February 2, 2025 | Death at February 2, 2025 | Disability at February 2, 2025 | Termination Without Cause or for Good Reason on February 2, 2025 | Termination for Cause at February 2, 2025 | Termination Without Cause or for Good Reason Upon Change in Control at February 2, 20252 | | Severance Value3 | $0 | $0 | $0 | $0 | $3,400,000 | $0 | $3,400,000 | | Performance Incentive Bonus Plan4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options5 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of unvested restricted stock units6 | 0 | 0 | 1,830,528 | 1,830,528 | 0 | 0 | 1,830,528 | | Value of unvested performance share units7 | 0 | 0 | 582,919 | 717,219 | 528,290 | 0 | 582,919 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 58,398 | 0 | 58,398 | | Total | $0 | $0 | $2,413,447 | $2,547,747 | $3,986,688 | $0 | $5,871,845 |

  116. Potential Payments Upon Termination and Change in Control Provisions

    1 Amounts payable under the Severance Plan upon termination of employment following a change in control are subject to reduction (“cutback”) to eliminate any loss of deduction for the Company, and any imposition of excise tax on the executive, pursuant to Sections 280G and 4999 of the Internal Revenue Code, respectively. The cutback would reduce severance and other benefits to the maximum amount that could be paid without exceeding the Section 280G threshold and will apply if the net after-tax amount received by the executive exceeds the net after-tax amount the executive would receive if the full benefits were paid and the excise tax imposed. Amounts shown in the table do not reflect the impact of the potential cutback. 2 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. 3 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. In the event of her disability, Ms. Rytz Goldman is entitled to receive statutory payments under Dutch law. See pages 66-68 for applicable multiples and further detail. 4 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 2, 2025, 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. 5 Represents the value of unexercisable “in the money” stock options outstanding as of February 2, 2025, 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 January 31, 2025, the last business day of 2024, and the per share exercise price of each stock option that would become exercisable, multiplied by the number of shares of our common stock receivable upon exercise. 6 Represents the value of unvested restricted stock units as of February 2, 2025, 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 January 31, 2025, the last business day of 2024, multiplied by the number of shares of our common stock receivable upon vesting. 7 Represents the payout levels (discussed below) of the unvested PSUs as of February 2, 2025, multiplied by the closing price of our common stock on January 31, 2025, the last business day of 2024. In the event of death or a change in control, the amounts shown are based on the amounts that would otherwise have been payable for the performance cycle if the target level of performance had been achieved. In the event of retirement, disability or termination without cause or for good reason, the amounts shown are based on estimated performance as of February 2, 2025, as the actual performance for the entire performance period was not known as of February 2, 2025. 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 2022 and 2023, the amounts payable in respect of the PSU awards granted during 2022, 2023 and 2024 are prorated approximately 92%, 61% and 27%, respectively, representing the portion of the relevant performance cycle actually worked by our NEOs as of February 2, 2025. In the event of a termination without cause or for good reason, no amounts are reflected for the PSU awards granted in 2024, as a participant whose employment is terminated before the first anniversary of grant will not receive a payout. 8 The amounts shown represent the cost of welfare benefits, including medical, dental, life and disability coverage, that our NEOs would have received under their employment agreements if their employment had been terminated without cause or for good reason on February 2, 2025. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for two years. 9 Potential severance payments upon termination for Ms. Rytz Goldman have been translated at the euro-to-U.S. dollar exchange rate of 1.0362, which was the closing rate on January 31, 2025, the last business day of 2024. Mr. Hagman became entitled to receive severance pursuant to the provision of his employment agreement relating to termination of employment without “cause “or for “good reason.” See the discussion under the heading “Employment Agreements” beginning on page 64. Set forth below are the aggregate amounts of the severance and other benefits paid or payable to him or on his behalf:

  117. Potential Payments Upon Termination and Change in Control Provisions

    | Martijn Hagman | Termination Without Cause or for Good Reason on April 13, 20251 | | Severance Value | $2,271,000 | | Value of unvested performance share units2 | 1,033,591 | | Legal advisory services | 14,194 | | Total | $3,318,785 |

  118. Potential Payments Upon Termination and Change in Control Provisions

    1 Severance payments have been translated at the euro-to-U.S. dollar exchange rate of 1.1355, which was the closing rate on April 11, 2025. 2 Represents amount of unvested shares prorated and valued at stock price as of Mr. Hagman's term date April 13, 2025.

  119. CEO Pay Ratio

    CEO Pay Ratio We are required to provide the ratio of the annual total compensation paid to Mr. Larsson, the Chief Executive Officer in 2024, 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 2024, 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 4, 2024, as the determination date for identifying our median associate. As of that date, we had 28,302, with 8,527 associates based in the United States and 19,775 associates located outside of the United States. Of these associates, approximately 28% worked in or were assigned to offices, approximately 64% worked in retail stores and approximately 8% worked in warehouse and distribution facilities. Approximately 42% 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.

  120. 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 the 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.

  121. 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) | | 2024 | 16,278,038 | 1,029,384 | 4,353,536 | 2,403,575 | 103.49 | 84.99 | 598,500 | 865,200 | | 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) |

  122. 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, 2023 and 2024 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: • 2024: Messrs. Coughlin, Savman and Hagman, and Mses. Rytz Goldman and Serrano; • 2023: Messrs. Coughlin and Hagman, and Ms. Serrano and Julie A. Fuller, our former Executive Vice President, Chief People Officer; • 2022: Messrs. Coughlin and Hagman, Ms. Fuller, James W. Holmes, previously our interim CFO, 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 2024 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 2024:

  123. Pay Versus Performance Table

    | | 2024 | | Summary Compensation Table Column | $16,278,038 | | 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 | (244,990) | | Add service cost (actuarially determined for services rendered during the covered year) of pension plans | 57,554 | | Subtract amounts reported under the “Stock Awards” column in the SCT | (9,370,068) | | Subtract amounts reported under the “Option Awards” column in the SCT | (2,225,040) | | Add the fair value of awards granted during the covered year that remain unvested as of covered year end* | 10,485,314 | | 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* | (11,698,522) | | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* | (2,252,902) | | Compensation Actually Paid to CEO | $1,029,384 |

  124. 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 2024 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 2024:

  125. Pay Versus Performance Table

    | | 2024 | | Average SCT Total for Other NEOs | $4,353,536 | | Subtract amounts reported under the “Stock Awards” column in the SCT | (2,046,183) | | Subtract amounts reported under the “Option Awards” column in the SCT | (265,786) | | Add the fair value of awards granted during the covered year that remain unvested as of covered year end* | 2,105,890 | | Add (subtract) the change in fair value of awards granted in any prior year that were outstanding and unvested as of the covered year end* | (1,594,098) | | Add the fair value of awards granted and vested during the covered year* | — | | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* | (149,784) | | Subtract the fair value of awards granted in any prior year that were forfeited during the covered year* | — | | Average Compensation Actually Paid to Other NEOs | $2,403,575 |

  126. 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 We utilized the S&P 500 Apparel, Accessories & Luxury Goods Index for our peer group TSR in 2020 and 2021. We are no longer included in the S&P 500 Apparel, Accessories & Luxury Good Index 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 2022, 2023 and 2024 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.

  127. 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 2024. 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.

  128. 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 |

  129. Pay Versus Performance: Most Important Measures

    84 / PVH Corp. 2025 Proxy Statement / PAY VERSUS PERFORMANCE TABLE

  130. 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.

  131. Relationship between Compensation Actually Paid and Performance Measures

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

  132. Relationship between Compensation Actually Paid and Performance Measures

    | PVH Net Income vs. CAP | |

  133. Relationship between Compensation Actually Paid and Performance Measures

    | PVH Non-GAAP EBIT vs. CAP | |

  134. Relationship between Compensation Actually Paid and Performance Measures

    PAY VERSUS PERFORMANCE TABLE / PVH Corp. 2025 Proxy Statement / 85

  135. 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.

  136. Directors, Nominees for Director, and Executive Officers

    | | Amount Beneficially Owned1 | Percent of Class | | Jesper Andersen | 1362 | * | | Ajay Bhalla | 3,796 | * | | Michael M. Calbert | 80,1753 | * | | Brent Callinicos | 19,164 | * | | George Cheeks | 8,378 | * | | Zachary J. Coughlin | 40,954 | * | | Kate Gulliver | 02 | * | | Martijn Hagman | 67,880 | * | | Stefan Larsson | 340,650 | * | | G. Penny McIntyre | 19,000 | * | | Amy McPherson | 15,307 | * | | Lea Rytz Goldman | 863 | * | | David Savman | 2,605 | * | | Eva Serrano | 6,917 | * | | Amanda Sourry | 13,120 | * | | All Directors, Nominees for Director and Executive Officers as a Group (18 People) | 582,980 | 1.2 |

  137. 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 Mr. Andersen and Ms. Gulliver have been on the Board for less than one year. 3 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 709 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 90 / PVH Corp. 2025 Proxy Statement / SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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 224,174 shares of common stock (0.5% of the outstanding shares) held in the trust as of the record date. 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, 27,000 shares; Martijn Hagman, 41,575 shares; Stefan Larsson, 231,700 shares; and all of our directors, nominees for director and executive officers as a group, 258,700 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, 1,609 shares; Brent Callinicos, 1,609 shares; George Cheeks, 1,609 shares; Amy McPherson, 1,609 shares; Amanda Sourry, 1,609 shares; and all of our directors, nominees for director and executive officers as a group, 8,538 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, 8,013 shares; G. Penny McIntyre, 18,000 shares; and all of our directors, nominees for director and executive officers as a group, 26,013 shares. The table does not include the following shares of common stock that were received on May 2, 2025, as payouts of performance share unit awards for the three-year performance cycle ended May 1, 2025, after prescribed performance criteria were satisfied (see pages 71-72): Zachary J. Coughlin, 4,236 shares; Martijn Hagman, 5,556 shares; Stefan Larsson, 30,336 shares; and all of our directors, nominees for director and executive officers as a group, 34,572 shares. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT / PVH Corp. 2025 Proxy Statement / 91