DEF 14A of PVH Corp. /De/, May 8, 2026

DEF 14A of PVH Corp. /De/

Filed May 8, 2026 · FY20250001213900-26-053710

Open on EDGAR

  1. Table of Contents

    | 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 | 69 | | Option Exercises and Stock Vested | 71 | | Pension Benefits | 71 | | Defined Benefit Plans | 72 | | Non-Qualified Deferred Compensation | 75 | | Potential Payments Upon Termination and Change in Control Provisions | 77 | | CEO Pay Ratio | 80 | | Pay Versus Performance Table | 81 | | Equity Compensation Plan Information | 84 | | Proposal 3: Approval of Amendments to Stock Incentive Plan | 85 | | Proposal 4: Ratification of the Appointment of Auditors | 94 | | Audit Committee Report | 95 | | Security Ownership of Certain Beneficial Owners and Management | 96 | | 5% Stockholders | 96 | | Directors, Nominees for Director, and Executive Officers | 97 | | Delinquent Section 16(a) Reports | 99 | | General Information About the Annual Meeting | 100 | | Exhibit A — Gaap To Non-Gaap Reconciliations | A-1 | | Exhibit B — NEO Employment Agreements | B-1 | | Exhibit C — Stock Incentive Plan (as Proposed to be Amended) | C-1 | | Frequently Referenced Information | | | Risk Oversight | 19 | | Board Refreshment | 23 | | Director Nominee Skills | 24 | | Governing Documents | 32 | | Human Capital Resources | 33 | | Elements of Our Executive Compensation Program | 44 | | 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 | 94 | | How to Attend the Annual Meeting | 100 |

  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: 55 Director Since 2024 Committee • Audit & Risk Management | Experience | | | | • Executive Vice President and Chief Financial Officer of 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: 60 Director Since 2022 Committee • Audit & Risk Management | Experience | | | | • President, Cyber & Intelligence, of 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 | | Former Chairman of the Board, Dollar General Corporation | | Independent Age: 63 Director Since 2022 Chair Since June 2022 Committees • Compensation • Nominating, Governance & Management Development | Experience | | | | • Chairman of the Board, Dollar General Corporation (a discount retailer) from 2016 to February 2026 • 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: 60 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. (2015 to February 2026; was a reporting company from 2022 to January 2025) |

  12. Nominees for Election

    14 / PVH Corp. 2026 Proxy Statement / Proposal 1: Election of Directors

  13. Nominees for Election

    | George Cheeks | | Chair of TV Media, Paramount | | Independent Age: 61 Director Since 2021 Committees • Compensation • Corporate Responsibility | Experience | | | | • Chair of TV Media of Paramount, a Skydance Corporation (a global media, streaming and entertainment company), the parent company of CBS, since August 2025 • Co-Chief Executive Officer of Paramount from May 2024 to August 2025 • President and Chief Executive Officer of CBS Entertainment Group (a news, entertainment and sports media company and studio) from 2020 to August 2025 • Chief Content Officer, News and Sports, Paramount+ from 2021 to August 2025 • 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: 44 Director Since 2024 Committee • 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: 51 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, Chief Executive Officer and Director 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. | • None |

  16. Nominees for Election

    | G. Penny McIntyre | | Former Chief Executive Officer, Sunrise Senior Living, LLC | | Independent Age: 64 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. 2026 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: 64 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: 62 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. 2025 Compensation

    | | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Total ($) | | Jesper Andersen | 120,000 | 180,024 | 300,024 | | Ajay Bhalla | 120,000 | 180,024 | 300,024 | | Michael M. Calbert | 125,000 | 380,086 | 505,086 | | Brent Callinicos | 155,000 | 180,024 | 335,024 | | George Cheeks | 125,000 | 180,024 | 305,024 | | Kate Gulliver | 120,000 | 180,024 | 300,024 | | G. Penny McIntyre | 125,000 | 180,024 | 305,024 | | Amy McPherson | 145,000 | 180,024 | 325,024 | | Amanda Sourry | 145,000 | 180,024 | 325,024 |

  28. 2025 Compensation Highlights

    2025 Compensation Highlights Our pay for performance focused compensation program continues to align executive compensation with our strategic priorities and balances short-term financial results with creating long-term stockholder value. Highlights for 2025 include: • Say on Pay: Our stockholders overwhelmingly approved the compensation for our NEOs with over 96.8% of votes in favor of the advisory proposal at our 2025 annual shareholder meeting. • Salary: We made no changes to the base salaries of our non-interim executive officers which includes our Chief Executive Officer and our former Chief Financial Officer during the fiscal year. Ms. Stone received a salary increase with respect to her taking on the role of Interim Chief Financial Officer. Fixed pay remained in line with market peers and continues to represent the smallest portion of our NEOs’, total compensation opportunity, driving a greater focus on pay for performance. • Annual bonus: Annual bonus awards were made subject to the achievement of revenue and EBIT targets at the Total PVH level and, as applicable, the business unit level, which are key PVH+ Plan goals. The bonus opportunity is allocated 75% to EBIT and 25% to revenue. The weightings assigned to each performance metric for the NEOs’ 2025 bonus awards varied based on each NEO’s scope of responsibility. Corporate executives’ bonus awards were based on 100% PVH performance and business unit executives’ bonus awards were based on 70% their business unit performance and 30% PVH performance. Annual bonus award payouts were below target for Total PVH performance, with revenue slightly above target (100.3% of target) and EBIT below target (90.3% of target), resulting in a 73.87% payout. On a business unit basis: • Calvin Klein Global performance was below target in both revenue (98.0% of target) and EBIT measures (87.0% of target), resulting in a 57.80% payout. • Tommy Hilfiger Global performance was below target in both revenue (99.2% of target) and EBIT measures (93.2% of target), resulting in a 78.15% payout. • PVH Europe performance was below target in both revenue (98.4% of target) and EBIT measures (87.9% of target), resulting in a 61.07% payout. • LTI Awards: As part of the Compensation Committee’s ongoing review of the Company’s executive compensation program, we discontinued the use of stock options for the Chief Executive Officer and the Chief Financial Officer. The value previously used for stock option awards was added to the RSU awards these executives receive. This aligned our CEO and CFO under the same LTI mix as the other executive officers, balancing long-term awards solely between PSUs and RSUs. We believe the elimination of stock options from the compensation packages enhances their resilience during the current uncertain and volatile times. The use of stock options is a minority practice among our compensation peer group and in the broader market. • PSU awards: PSU award vestings are based on two equally weighted financial goals, measured over a three-year performance period: ROIC and relative TSR. Payouts of PSU awards for the performance cycle that ended in 2026 were below target on both ROIC (34.12%) and relative TSR (43rd percentile), resulting in a payout of 89.46%. The table below shows the principal elements of the compensation program for our NEOs and the target values attributable to each element for 2025, subject to the following: • Base salaries are shown on an annualized basis at the highest level for the year. • Annual bonuses are shown at the target-level payouts. • RSUs and PSUs are shown at the grant date value. 1 Awards to the Chief Executive Officer are subject to an additional one-year holding period for the after-tax shares delivered when an award vests. 2 Bonus target amount shown for Ms. Stone is based on her base salary as of October 31, 2025 in accordance with the terms of the Management Incentive Bonus Plan under which her award was made. Ms. Stone was serving solely in her role as Executive Vice President, Global Financial Planning and Analysis at the time annual equity awards were made in 2025 and, therefore, was not eligible for a PSU award grant. 3 Mr. Coughlin voluntarily resigned without good reason and left the company effective December 31, 2025. Mr. Coughlin’s 2025 annual bonus and all outstanding RSU and PSU awards were forfeited upon his departure. 4 Ms. Serrano was separated from the company effective December 31, 2025 and all of her outstanding RSU awards and her 2025 PSU award were forfeited upon her departure. She was entitled to receive a prorated amount of the annual bonus.

  29. Compensation Governance

    1 We no longer provide annual stock option grants under our Stock Incentive Plan for the Chief Executive Officer and the Chief Financial Officer. Our Chief Executive Officer is the only Officer with outstanding stock option awards. The final grant, awarded in 2024, will expire in 2034.

  30. Performance-focused

    Performance-focused The majority of each NEO’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 largely unchanged. All performance-based incentive awards continue to be subject to different performance measures, minimizing risk of rewarding leaders for the same results in both the bonus plan and long-term performance plan. 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.

  31. 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 NEO 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.)

  32. Elements of Compensation

    | 1. Base Salary, which provides a competitive amount of fixed compensation. 2. Bonus Awards under the Performance Incentive Bonus Plan, which provide an annual opportunity to earn an incentive cash award if PVH achieves predetermined financial performance goals. | 3. 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. 4. Performance Share Units under the Stock Incentive Plan, which provide an opportunity to earn equity if PVH achieves predetermined long-term financial performance goals. |

  33. Considerations when setting compensation

    Considerations when setting compensation Every year the Compensation Committee reviews the performance and compensation packages for each of our NEOs. 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 compared to comparable executives within our compensation peer group. The Committee obtains input from the independent compensation consultant and also considers factors, such as:

  34. Authority to grant equity awards

    Authority to grant equity awards The Compensation Committee has 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 for new hires. Pursuant to this authority, the Chief People Officer may grant annually, RSUs 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.

  35. Schedule for Compensation Committee meetings

    Schedule for Compensation Committee meetings The Compensation Committee generally makes decisions during the first quarter of each year about bonus plan award payouts for the recently completed fiscal year, as well as on base salaries, annual bonus award terms and opportunity, and equity award types, terms and values for the current year. See “Timing of Equity Awards” on page 56. In addition, the Committee uses its first quarter meetings to consider and approve any new incentive compensation plans or arrangements, or amendments to existing plans, that require Board or stockholder approval. The Compensation Committee’s other meetings during the year typically are focused on reviewing our compensation programs generally and discussing potential changes to these programs, including to address corporate governance, regulatory developments and market practice. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the financial measures used in incentive awards, and alternative plans and financial measures. The Committee also uses its other meetings to address compensation issues relating to changes in executives’ roles and promotions among the executive ranks.

  36. 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.

  37. Independent Compensation Consultant

    Independent Compensation Consultant Frederic W. Cook & Co. (“FW Cook”) serves as the independent compensation consultant to the Compensation Committee. FW Cook is an industry leader with extensive experience in our industry. The Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees. FW Cook has 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 2025 were on incentive plan design features and how to continue to align compensation with strategic priorities and long-term company performance. 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.

  38. Overview

    Overview Our performance in 2025 was driven by our execution of the PVH+ Plan across regions. Revenue was up 3% versus 2024, Calvin Klein revenue increased 3% compared to the prior year period and Tommy Hilfiger revenue increased 4% compared to the prior year period. Our NEOs’ 2025 compensation components remained largely the same as compared to 2024, with the only change being the discontinuation of stock option awards to the CEO and the CFO. The value formerly allocated to stock options was added to their RSU awards. Compensation continued to be focused on advancing the growth drivers and achieving the goals of the PVH+ Plan. The financial metrics used for the short-term annual bonus awards and the long-term PSU awards align executive compensation with stockholder returns. The table below summarizes our key compensation decisions for the NEOs for 2025.

  39. Overview

    | Pay element | Compensation Approach | Compensation Decisions for 2025 | | Base salary | ∙ The Committee considers whether the NEO was recently promoted or assumed additional responsibilities. The Committee also considers market data. | ∙ Ms. Stone received a base salary increase in connection with being named Interim Chief Financial Officer. ∙ No other NEO received an increase. | | 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 74% of target for Total PVH performance; 58% of target for Calvin Klein Global; 78% for Tommy Hilfiger Global; and 61% for PVH Europe. | | LTI Awards (Combination of PSUs and RSUs) | ∙ 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 and 50% delivered in RSUs, with the exception of Ms. Stone, who was not eligible for a PSU grant. ∙ We discontinued annual stock options grants under our Stock Incentive Plan with the value being added to their RSU awards. ∙ ROIC focuses on building long-term value and recognizes the role of our most senior leaders in influencing capital investment decisions. |

  40. Short-Term Incentives – Performance Incentive Bonus Plan

    Short-Term Incentives – Performance Incentive Bonus Plan

  41. 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 between threshold and target to maximum.

  42. 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:

  43. 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. |

  44. 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 and Coughlin and Ms. Stone were based entirely upon Total PVH performance, while bonuses for Mses. Rytz Goldman and Serrano and Messrs. Olsson and Savman were based on both Total PVH performance and the performance of their respective business units, in the proportions shown below.

  45. Potential bonus payouts and financial metrics

    | NEO | Business Unit | Base Salaryx | Target Annual Incentive as a % of Salary | Financial Metrics and Weights as a Percent of Each NEO’s Target Annual Incentive | | | | | | | | | x | (Total PVH Component | + | Business Unit Component) | = | Target Annual Incentive Payout | | Stefan Larsson | Total PVH | $1,450,000x | 200%x | (100% | | N/A) | = | $2,900,000 | | Melissa Stone | Total PVH | $550,000 | 50%x | (100% | | N/A) | = | $275,000 | | Lea Rytz Goldman | Tommy Hilfiger Global | €750,000x | 100%x | (30% | + | 70%) | = | €750,000 | | Fredrik Olsson | PVH Europe | €900,000x | 100%x | (30% | + | 70%) | = | €900,000 | | David Savman2 | Total PVH | $213,049x | 100%x | (100% | | N/A) | = | $213,049 | | | Calvin Klein Global | $611,951x | 100%x | (30% | + | 70%) | = | $611,951 | | | Total | $825,000 | | | | | | $825,000 | | Zachary J. Coughlin3 | Total PVH | $900,000x | 125%x | (100% | | N/A) | = | $1,125,000 | | Eva Serrano4 | Calvin Klein Global | $850,000x | 100%x | (30% | + | 70%) | = | $850,000 |

  46. Potential bonus payouts and financial metrics

    1 Ms. Stone took on the additional role of Interim Chief Financial Officer on January 1, 2026. As per the Management Incentive Bonus Plan, under which her award was granted, her salary as of October 31, 2025, was used to calculate her bonus payout. 2 Mr. Savman was appointed the Global Brand President, Calvin Klein effective May 8, 2025. He was the Global Head of Operations and Chief Supply Chain Officer at the time of the appointment and he served in both roles until November 3, 2025. when his successor in the Operations and Supply Chain role commenced her employment. The target bonus and base salary amounts are prorated based on the number of days during the period of February 3, 2025 to May 7, 2025 for the Global Head of Operations and Chief Supply Chain Officer role and during the period from May 8, 2025 to February 1, 2026 for the Global Brand President, Calvin Klein role. 3 Mr. Coughlin voluntarily resigned without good reason and left the company effective December 31, 2025. Mr. Coughlin forfeited the bonus payout for 2025. 4 Ms. Serrano was separated from the company effective December 31, 2025.

  47. Total PVH EBIT and Revenue

    Total PVH EBIT and Revenue Total PVH EBIT and revenue goals (which refer to our consolidated performance) were equal to amounts included in the budget, reviewed with and approved by the Board at the time the goals were established. Determination of actual performance was subject to agreed-upon adjustments and exclusions established when the awards were made. The threshold and maximum performance goals are based upon performance in relation to target. The threshold-to-maximum range can vary from year to year based on the Compensation Committee’s evaluation of business conditions. The range for 2025 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 2025 are set forth below.

  48. Business Unit EBIT and Revenue

    Business Unit EBIT and Revenue A majority of the annual bonus opportunities for Mses. Rytz Goldman and Serrano and Messrs. Olsson and Savman were based on the EBIT and revenue of the business units they lead. As with the Total PVH 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 2025.

  49. 2025 annual bonus payouts

    2025 annual bonus payouts In 2025, our EBIT (as calculated for bonus purposes) for both Total PVH performance and for our NEOs’ business units were below target, with performance as a percent of target being 63% for Total PVH, 51% for Calvin Klein Global, 74% for Tommy Hilfiger Global and 54% for PVH Europe. Revenue performance varied as a percentage of target, with Total PVH being 107%, Calvin Klein Global achieving 78%, Tommy Hilfiger Global achieving 91% and PVH Europe achieving 82%. While 2025 EBIT was lower than 2024, influenced by uneven consumer demand and macroeconomic challenges, we made important progress on PVH’s multi-year journey to build Calvin Klein and TOMMY HILFIGER into their full potential. The resulting payouts, reflected in the second chart below, were 74% of target for the corporate NEOs, 77% of target for Ms. Rytz Goldman, 65% of target for Mr. Olsson, 66% of target for Mr. Savman and 63% of target for Ms. Serrano. Below are the performance goals established for 2025 and the actual performance achieved.

  50. 2025 annual bonus payouts

    | | | | Fiscal Year 2025 Award Targets1,2 | | | FY25 Results | Payout as % of Target Incentive | | | | Weighting | Threshold | Target | Maximum | | | | Total PVH Applied to all NEO | Revenue | 25% | $8,100 | $8,690 | $9,100 | $8,718 | 106.84% | | | EBIT | 75% | $715 | $889 | $1,025 | $803 | 62.88% | | | Weighted average payout as % of Target | | | | | | 73.87% | | Calvin Klein Global Applied to Mr. Savman & Ms. Serrano | Revenue | 25% | $3,600 | $3,861 | $4,050 | $3,784 | 77.81% | | | EBIT | 75% | $450 | $562 | $645 | $489 | 51.13% | | | Weighted average payout as % of Target | | | | | | 57.80% | | Tommy Hilfiger Global Applied to Ms. Rytz Goldman | Revenue | 25% | €4,325 | €4,643 | €4,875 | €4,604 | 90.90% | | | EBIT | 75% | €575 | €715 | €825 | €666 | 73.90% | | | Weighted average payout as % of Target | | | | | | 78.15% | | PVH Europe Applied to Mr. Olsson | Revenue | 25% | €3,600 | €3,859 | €4,050 | €3,798 | 82.48% | | | EBIT | 75% | €610 | €759 | €870 | €668 | 53.93% | | | Weighted average payout as % of Target | | | | | | 61.07% |

  51. 2025 annual bonus payouts

    1 All revenue and EBIT values are expressed in millions. 2 For both metrics, there are no payouts below threshold performance, no additional payouts above maximum performance, and payouts between performance levels are on a curve between the payout percentages, each of which is established at the time when the awards are granted.

  52. 2025 Strategic Modifier Awards

    | | Business Unit1 | Base Salaryx | Target Annual Incentive as a % of Salaryx | Financial Metrics and Weights as a Percent of Each NEOs Target Annual Incentive | | | | | | NEO | | | | Total PVH Component | + | Business Unit Component | = | Actual Annual Incentive Payout | | Stefan Larsson | Total PVH | $1,450,000x | 200%x | 73.87% | | N/A | = | $2,142,230 | | Melissa Stone | Total PVH | $550,000x | 50%x | 73.87% | | N/A | = | $203,143 | | Lea Rytz Goldman | Tommy Hilfiger Global | €750,000x | 100%x | 22.16% | + | 54.71% | = | €576,495 | | Fredrik Olsson | PVH Europe | €900,000x | 100%x | 22.16% | + | 42.75% | = | €584,190 | | David Savman1 | Total PVH | $213,049x | 100%x | 73.87% | | N/A | = | $157,380 | | | Calvin Klein Global | $611,951x | 100%x | 22.16% | + | 40.46% | = | $383,209 | | | Strategic Modifier | N/A | | | | | | $200,000 | | | Total | $825,000 | | | | | | $740,589 | | Eva Serrano2 | Calvin Klein Global | $775,275x | 100%x | 22.16% | + | 40.46% | = | $485,485 |

  53. LTI Awards — RSUs

    LTI Awards — RSUs

  54. Considerations

    Considerations We grant RSUs because they align with stockholders’ interests and promote retention of our NEOs. Stock price performance has the same effect on holders of RSUs as it does on holders of our common stock.

  55. 2025 decisions

    2025 decisions In 2025 the Committee determined that RSUs and PSUs, which are discussed below, are more economically efficient vehicles for our LTI awards than stock options. As such, we granted additional RSUs in 2025 in lieu of stock options to align the full NEO team under the same LTI mix and currently intend to continue this practice. We made annual grants of RSUs to all of our NEOs in April. These awards will vest at a rate of 25% on each of the first four anniversaries of the grant data, provided the recipient remains employed by PVH. Grantees receive shares of our common stock when RSUs vest in a number equal to the number of vested RSUs. We withhold shares with a value on the vesting date at least equal to the associated taxes unless the grantee elects another means of paying the taxes due upon vesting (such as paying cash or delivering owned shares with the necessary value). In addition to the regular annual grant of RSUs, Ms. Stone received a one-time award of 2,744 RSUs in December 2025 in connection with her appointment to Interim Chief Financial Officer. These RSUs had a grant date value of $200,120. These RSUs vest at a rate of 50% on each of the first two anniversaries of the grant date.

  56. LTI Awards — PSUs

    LTI Awards — PSUs 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. PSUs align with stockholder interests because their value will increase or decrease in tandem with stock price performance. PSUs have retentive value over the three-year performance cycle given the upside potential if performance goals are met or exceeded.

  57. 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.

  58. Performance measures

    | | Weight | Threshold* | Target* | Maximum* | | Average ROIC (three-year period) | 50% | 31.78% | 35.75% | 38.25% | | Relative TSR (percentile) (three-year period) | 50% | 30th | 55th | 80th |

  59. 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, 2025 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.

  60. Performance measures

    | NEO | Threshold ($)1 | Threshold (# shares) | Target ($)1 | Target (# shares) | Maximum ($)1 | Maximum (# shares) | | Stefan Larsson | 2,775,128 | 40,132 | 5,550,256 | 80,264 | 11,100,511 | 160,528 | | Melissa Stone2 | N/A | N/A | N/A | N/A | N/A | N/A | | Lea Rytz Goldman | 425,134 | 6,148 | 850,268 | 12,296 | 1,700,537 | 24,592 | | Fredrik Olsson | 375,070 | 5,424 | 750,139 | 10,848 | 1,500,278 | 21,696 | | David Savman | 387,517 | 5,604 | 775,033 | 11,208 | 1,550,066 | 22,416 | | Zachary J. Coughlin3 | 975,015 | 14,100 | 1,950,030 | 28,200 | 3,900,060 | 56,400 | | Eva Serrano3 | 425,134 | 6,148 | 850,268 | 12,296 | 1,700,537 | 24,592 |

  61. Performance measures

    1 The award values are equal to the number of shares multiplied by $69.15, 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. 2 Ms. Stone was not in her role as Interim Chief Financial Officer at the time annual awards of PSUs were made and, in her role as Executive Vice President, Global Financial Planning and Analysis, she was not eligible for a PSU grant. 3 Mr. Coughlin forfeited his 2025 awards when he voluntarily resigned without good reason and left the company on December 31, 2025. 4 Ms. Serrano forfeited her 2025 awards when she was separated from the company on December 31, 2025.

  62. Pay for Performance

    Pay for Performance We consider PSU award payouts to be part of the compensation paid to the NEOs in the last full year of the performance cycle even though the relative TSR performance periods do not align with fiscal years. As such, the payouts of the awards granted in April 2023 are considered part of the applicable NEO’s 2025 compensation.

  63. Payouts of Prior Performance Share Unit Awards

    Payouts of Prior Performance Share Unit Awards Payouts of Performance Share Unit Awards for the 2023 – 2026 Performance Cycle We made awards of PSUs in 2023. Messrs. Larsson, Savman and Coughlin and Ms. Serrano were among those who received awards. These awards were subject to achievement of average ROIC 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:

  64. Payouts of Prior Performance Share Unit Awards

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

  65. Payouts of Prior Performance Share Unit Awards

    Our average ROIC and relative TSR were 34.12% and 43rd percentile respectively. As a result, Messrs. Larsson and Savman and Ms. Serrano received payouts on a straight-line interpolation between threshold and target levels, as follows:

  66. Payouts of Prior Performance Share Unit Awards

    | | Shares (#) | | | | Amount ($) | | Name | Threshold | Target | Maximum | Actual | Actual | | Stefan Larsson | 28,804 | 57,608 | 115,216 | 51,537 | 4,165,736 | | David Savman | 1,682 | 3,364 | 6,728 | 3,010 | 243,298 | | Zachary J. Coughlin1 | 7,928 | 15,856 | 31,712 | 0 | 0 | | Eva Serrano2 | 3,292 | 6,583 | 13,166 | 5,890 | 476,089 |

  67. Payouts of Prior Performance Share Unit Awards

    1 Mr. Coughlin’s award was forfeited upon his voluntary resignation without good reason on December 31, 2025. 2 The shares and amount corresponding to Ms. Serrano’s potential and actual payouts were prorated to reflect the actual number of days she was employed during the applicable performance cycles.

  68. Competitive Pay for Performance

    Competitive Pay for Performance

  69. 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 it less comparable to us; 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 compensation 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 50% and 250% of our annual revenue, as shown below.

  70. Compensation Peer Group

    | Company1 | Industry | Most Recent Fiscal Year Revenue ($mm)2 | Enterprise Value as of 2/1/26 ($mm)3 | | | Ross Stores, Inc. | Apparel Retail | $22,751 | $62,145 | | | The Gap, Inc. | Apparel Retail | $15,366 | $13,405 | | | The Estée Lauder Companies Inc. | Personal Care Products | $14,326 | $48,745 | | | Burlington Stores, Inc. | Apparel Retail | $11,559 | $23,762 | | | lululemon athletica inc. | Apparel, Accessories and Luxury Goods | $11,103 | $21,197 | | | V.F. Corporation | Apparel, Accessories and Luxury Goods | $9,505 | $11,537 | | | PVH Corp. | Apparel, Accessories and Luxury Goods | $8,950 | $6,958 | | | Foot Locker, Inc. | Apparel Retail | $8,168 | $5,578 | | | Ralph Lauren Corporation | Apparel, Accessories and Luxury Goods | $7,079 | $22,658 | | | Tapestry, Inc. | Apparel, Accessories and Luxury Goods | $7,011 | $29,428 | | | Victoria’s Secret & Co. | Apparel Retail | $6,553 | $7,348 | | | Levi Strauss & Co. | Apparel, Accessories and Luxury Goods | $6,282 | $9,219 | | | Hanesbrands Inc. | Apparel, Accessories and Luxury Goods | $5,637 | $5,570 | | | Capri Holdings Limited | Apparel, Accessories and Luxury Goods | $4,442 | $5,450 | |

  71. Compensation Peer Group

    1 Burlington Stores, Inc. and lululemon athletica inc. were added to the compensation peer group for compensation package decisions in 2025 as they fit within the peer group criteria, such as industry and size. 2 Most Recent Fiscal Year Revenue sourced from latest company filings per S&P’s Capital IQ, excludes subleased rental income. 3 Enterprise Value sourced from S&P’s Capital IQ.

  72. PVH Performance Compared to Compensation Peer Group Performance

    PVH Performance Compared to Compensation Peer Group Performance The following shows our performance against our compensation peer group with regard to several metrics for the one- and three-year periods ended with the 2025 year-end (the last business day of 2025). 1 Compensation Peer Group Revenue and Non-GAAP EBIT source company filings supplied by FactSet. 2 Individual list of Russell 3000 companies for TSR 3 Overall percentile rank excludes TSR vs. Russell 3000

  73. 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 2023, 2024 and 2025 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.

  74. Timing of Equity Awards

    Timing of Equity Awards Our equity award policy provides that the annual grant of RSUs (and stock options, if and when granted) 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 these annual awards occur 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.

  75. Clawback Policy

    Clawback Policy The Company has adopted a Clawback Policy that permits the recoupment of compensation paid to current and former senior officers under certain circumstances. The Clawback Policy complies with SEC Rule 10D-1 and NYSE listing standards. Awards made under our stock and incentive compensation plans are subject to the Clawback Policy. Under the Clawback Policy, in the event of a material restatement of our consolidated financial statements, the Company will seek reimbursement of the portion of any incentive-based compensation granted, earned or vested based on the attainment of a financial reporting measure that would not have been paid had the consolidated financial statements been correctly stated. In addition to recoupment of incentive-based compensation mandated by the SEC and the NYSE, our Clawback Policy includes an enhancement that provides discretion also to recoup additional compensation, including both time- and performance-based equity awards, from any senior officer if the Board of Directors or Compensation Committee determines that the senior officer engaged in a material violation of the Company’s Code of Business Conduct and Ethics policy, including in connection with a financial restatement, or any other material policy of the Company. The policy includes in part the following features: • the definition of “Financial Statement Triggering Event” includes errors in the current year’s results, • the policy applies to incentive-based compensation, including both time- and performance-based equity awards, based wholly or in part upon the attainment of a “financial reporting measure”, • the Board is required (subject to limited exceptions) to seek clawback in connection with Financial Statement Triggering Events, and • the policy implements a three-year lookback period for Financial Statement Triggering Events.

  76. Employment Agreements, Termination of Employment, and Severance

    Employment Agreements, Termination of Employment, and Severance We have employment agreements with all of our NEOs 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 and Mr. Olsson’s, are evergreen. Ms. Rytz Goldman’s and Mr. Olsson’s agreements are subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment Agreements,” 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:

  77. 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 | | Melissa Stone | 1x base salary and target bonus | 1.5x base salary and target bonus | | Lea Rytz Goldman | 1x base salary and target bonus | 1x base salary and target bonus | | Fredrik Olsson1 | 1.33x or 1.67x base salary and target bonus | 1.33x or 1.67x base salary and target bonus | | David Savman | 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 | | Eva Serrano | 2x base salary and target bonus | 2x base salary and target bonus |

  78. Employment Agreements, Termination of Employment, and Severance

    1 Severance payments will equal 1.67 times for Mr. Olsson if he voluntarily terminates his employment for good reason; 1.33 for Mr. Olsson if we terminate his employment without cause.

  79. 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).

  80. 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.

  81. Vesting Over Extended Periods

    Vesting Over Extended Periods Stock options and RSUs 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.

  82. 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 & Risk Management 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

  83. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table includes the 2023, 2024 and 2025 compensation data for our NEOs for the years in which they served as NEOs.

  84. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards2 ($) | Non-Equity Incentive Plan Compensation3 ($) | Change in Pension Value and Non-qualified Deferred Compensation on Earnings4 ($) | All Other Compensation5 ($) | Total ($) | | Stefan Larsson Chief Executive Officer | 2025 2024 2023 | 1,450,000 1,421,154 1,291,667 | 0 0 0 | 12,200,530 9,370,068 8,880,455 | N/A 2,225,040 2,221,317 | 2,142,230 2,808,940 2,784,080 | 45,080 244,990 274,671 | 327,545 207,846 161,714 | 16,165,385 16,278,038 15,613,904 | | Melissa Stone Interim Chief Financial Officer and Executive Vice President, Global Financial Planning and Analysis | 2025 | 568,077 | 0 | 500,231 | N/A | 203,143 | 27,204 | 48,575 | 1,347,230 | | Lea Rytz Goldman6 Global Brand President, Tommy Hilfiger | 2025 2024 | 856,665 627,059 | 0 195,996 | 1,917,069 1,604,478 | N/A N/A | 658,484 566,880 | N/A N/A | 373,909 387,599 | 3,806,127 3,382,012 | | Fredrik Olsson6 Chief Executive Officer, PVH EMEA | 2025 | 989,924 | 0 | 1,691,311 | N/A | 667,274 | N/A | 521,242 | 3,869,751 | | David Savman Global Brand President, Calvin Klein | 2025 2024 | 825,000 745,192 | 0 500,000 | 1,747,439 1,069,339 | N/A N/A | 740,589 726,450 | N/A N/A | 1,129,753 469,288 | 4,442,781 3,510,269 | | Zachary J. Coughlin7 Former Executive Vice President and Chief Financial Officer | 2025 2024 2023 | 841,154 890,385 844,561 | 0 0 200,000 | 4,396,662 3,130,223 2,640,553 | N/A 725,424 660,744 | N/A 1,089,675 910,180 | N/A N/A N/A | 136,127 124,047 85,482 | 5,373,943 5,959,754 5,341,520 | | Eva Serrano8 Former Global Brand President, Calvin Klein | 2025 2024 2023 | 794,423 850,000 764,059 | 0 0 1,318,000 | 1,917,069 1,818,533 2,500,659 | N/A N/A N/A | 485,485 776,543 873,028 | N/A N/A N/A | 3,595,358 73,362 816,726 | 6,792,335 3,518,438 6,272,472 |

  85. Summary Compensation Table

    1 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:

  86. Summary Compensation Table

    | Name | Fiscal Year | RSU Awards ($) | PSU Awards ($) | Total Stock Awards ($) | | Stefan Larsson | 2025 2024 2023 | 5,550,256 3,330,254 3,330,212 | 6,650,274 6,039,814 5,550,243a | 12,200,530 9,370,068 8,880,455 | | Melissa Stone | 2025 | 500,231b | N/A | 500,231 | | Lea Rytz Goldman | 2025 2024 | 850,268 750,251 | 1,066,801 854,227 | 1,917,069 1,604,478 | | Fredrik Olsson | 2025 | 750,139 | 941,172 | 1,691,311 | | David Savman | 2025 2024 | 775,033 500,021 | 972,406 569,318 | 1,747,439 1,069,339 | | Zachary J. Coughlin | 2025 2024 2023 | 1,950,030 1,080,379 990,181 | 2,446,632 2,049,844 1,650,372a | 4,396,662 3,130,223 2,640,553 | | Eva Serrano | 2025 2024 2023 | 850,268 850,343 1,750,414b | 1,066,801 968,190 750,245a | 1,917,069 1,818,533 2,500,659 |

  87. 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. See discussion on page 63 regarding the special grant to Ms. Stone. 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 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:

  88. Summary Compensation Table

    | | 2025 | 2024 | 2023 | | Weighted Average Grant Date Fair Value Per PSU | $102.35 | $137.44 | $119.51 | | Weighted Average Risk-Free Interest Rate | 3.81% | 4.71% | 3.56% | | Expected Annual Dividends Per Share | $0.15 | $0.15 | $0.15 | | Weighted Average Company Volatility | 47.02% | 48.28% | 58.21% |

  89. 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 are subject to a holding period of one year after the applicable vesting date. For such awards, the grant date fair values were discounted 4.50%, 4.40%, and 7.40% respectively, for the restriction of liquidity, which we calculated using the Finnerty model. The value of the NEOs’ 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.

  90. Summary Compensation Table

    | Name | 2025 | 2024 | 2023 | | Stefan Larsson | 11,100,511 | 11,100,554 | 9,655,101 | | Melissa Stone | N/A | N/A | N/A | | Lea Rytz Goldman | 1,700,537 | 1,500,502 | N/A | | Fredrik Olsson | 1,500,278 | N/A | N/A | | David Savman | 1,550,066 | 1,000,042 | N/A | | Zachary J. Coughlin | 3,900,060 | 3,600,678 | 2,657,466 | | Eva Serrano | 1,700,537 | 1,700,686 | 1,208,061 |

  91. Summary Compensation Table

    2 No stock options were granted in 2025. The compensation reported in 2024 and 2023 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:

  92. Summary Compensation Table

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

  93. Summary Compensation Table

    3 The compensation reported consists of payouts under our Performance Incentive Bonus Plan earned with respect to the fiscal years listed. Included for Mr. Savman is a $200,000 adjustment of his bonus in recognition of his outstanding performance while executing two leadership roles for a significant portion of 2025. 4 The compensation reported consists of the changes in values under our Pension Plan and our Supplemental Pension Plan as follows:

  94. 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 | 2025 2024 2023 | 3,784 18,933 23,450 | 41,296 226,057 251,221 | 45,080 244,990 274,671 | | Melissa Stone | 2025 | 13,469 | 13,735 | 27,204 | | Lea Rytz Goldman | 2025 2024 | N/A N/A | N/A N/A | N/A N/A | | Fredrik Olsson | 2025 | N/A | N/A | N/A | | David Savman | 2025 2024 | N/A N/A | N/A N/A | N/A N/A | | Zachary J. Coughlin | 2025 2024 2023 | N/A N/A N/A | N/A N/A N/A | N/A N/A N/A | | Eva Serrano | 2025 2024 2023 | N/A N/A N/A | N/A N/A N/A | N/A N/A N/A |

  95. Summary Compensation Table

    † The amounts reported represent the aggregate change in the actuarial value of Mr. Larsson’s and Ms. Stone’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 72. 5 The following table provides additional information about the amounts that appear in the “All Other Compensation” column:

  96. Summary Compensation Table

    | | | Perquisites | | PVH Contributions to Defined Contribution Plansa ($) | Total ($) | | Name | Fiscal Year | Personal Travel ($) | Other ($) | | | | Stefan Larsson | 2025 2024 2023 | 29,888b 32,659b 39,534b | 0 0 0 | 297,657 175,187 122,180 | 327,545 207,846 161,714 | | Melissa Stone | 2025 | 0 | 0 | 48,575 | 48,575 | | Lea Rytz Goldman | 2025 2024 | 24,672c 19,208c | 318,352d 344,118e | 30,885 24,273 | 373,909 387,599 | | Fredrik Olsson | 2025 | 0 | 505,186f | 16,056 | 521,242 | | David Savman | 2025 2024 | 9,122 0 | 1,037,722g 400,821h | 82,909 68,467 | 1,129,753 469,288 | | Zachary J. Coughlin | 2025 2024 2023 | 0 0 0 | 0 0 0i | 136,127 124,047 85,482 | 136,127 124,047 85,482 | | Eva Serrano | 2025 2024 2023 | 0 0 0 | 3,528,402j 0 797,128k | 66,956 73,362 19,598 | 3,595,358 73,362 816,726 |

  97. 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. Olsson, 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 This amount represents a car allowance. See discussion on page 55. d This amount consists of a housing allowance of $298,560 and an additional expense gross-up of $19,792. e 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. f This amount consists of housing allowance of $407,128 and a tax gross-up on moving expenses of $98,058. g This amount includes a prior year mobility adjustment of $206,517 with a tax gross-up of $255,490 and $124,492 tuition reimbursement with a tax gross up of $154,144, and $141,600 housing expense with a tax gross-up $155,479. h This amount consists of moving and relocation expenses of $251,456 and a tax gross-up on the moving allowance of $149,365. i Mr. Coughlin received a personal benefit for moving expenses, but the amount was not required to be disclosed under SEC rules. j This amount represents severance and the wellness benefit value $29,008 and a $54,000 payment with a $44,184 gross-up. k This amount consists of moving and relocation expenses of $518,133 and a tax gross-up of $278,995. 6 Ms. Rytz Goldman’s and Mr. Olsson’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 1.1422 for 2025, 1.0769 for 2024, and 1.0825 for 2023. 7 Mr. Coughlin voluntarily resigned without good reason and left the company effective December 31, 2025. As a result, he forfeited his stock awards for fiscal year 2025. 8 Ms. Serrano became entitled to receive severance pursuant to the provision of her employment agreement relating to termination of employment without “cause” or for “good reason.” See the discussion under the heading “Employment Agreements” beginning on page 64.

  98. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  99. 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 (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Stefan Larsson | 4/10/2025 | | | | | | | 80,264 | 5,550,256 | | | 4/10/2025 | | | | 40,132 | 80,264 | 160,528 | | 6,650,274 | | | 4/10/2025 | 725,000 | 2,900,000 | 5,800,000 | | | | | | | Melissa Stone | 4/10/2025 | | | | | | | 4,340 | 300,111 | | | 12/16/2025 | | | | | | | 2,744 | 200,1204 | | | 4/10/2025 | | | | N/A | N/A | N/A | | N/A | | | 4/10/2025 | 68,750 | 275,000 | 550,000 | | | | | | | Lea Rytz Goldman | 4/10/2025 | | | | | | | 12,296 | 850,268 | | | 4/10/2025 | | | | 6,148 | 12,296 | 24,592 | | 1,066,801 | | | 4/10/20255 | 214,166 | 856,665 | 1,713,330 | | | | | | | Fredrik Olsson | 4/10/2025 | | | | | | | 10,848 | 750,139 | | | 4/10/2025 | | | | 5,424 | 10,848 | 21,696 | | 941,172 | | | 4/10/20255 | 257,000 | 1,027,998 | 2,055,996 | | | | | | | David Savman | 4/10/2025 | | | | | | | 11,208 | 775,033 | | | 4/10/2025 | | | | 5,604 | 11,208 | 22,416 | | 972,406 | | | 4/10/2025 | 206,250 | 825,000 | 1,650,000 | | | | | | | Zachary J. Coughlin6 | 4/10/2025 | | | | | | | 28,200 | 1,950,030 | | | 4/10/2025 | | | | 14,100 | 28,200 | 56,400 | | 2,446,632 | | | 4/10/2025 | 281,250 | 1,125,000 | 2,250,000 | | | | | | | Eva Serrano7 | 4/10/2025 | | | | | | | 12,296 | 850,268 | | | 4/10/2025 | | | | 6,148 | 12,296 | 24,592 | | 1,066,801 | | | 4/10/2025 | 212,500 | 850,000 | 1,700,000 | | | | | |

  100. 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 2025 performance. Ms. Stone’s amounts represent potential payout opportunities for annual bonus awards under our Management Bonus Plan with respect to 2025 performance. The Management Bonus Plan is similar to the Performance Incentive Bonus Plan but applies to associates who are not Section 16 Officers. 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 Ms. Stone received an additional award on December 16, 2025 in recognition of accepting the additional responsibilities of Interim Chief Financial Officer. 5 Potential cash payouts for Ms. Rytz Goldman and Mr. Olsson have been converted at a euro-to-U.S. dollar exchange rate of 1.1422, which was the average exchange rate for 2025. 6 Mr. Coughlin forfeited his 2025 awards when he voluntarily resigned without good reason and left the company on December 31, 2025. 7 Ms. Serrano forfeited her 2025 RSU and PSU awards when she was separated from the company on December 31, 2025.

  101. 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

  102. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  103. 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 | 62,001 | 4,286,002 | | Melissa Stone | N/A | N/A | 2,089 | 142,119 | | Lea Rytz Goldman | N/A | N/A | 1,709 | 118,177 | | Fredrik Olsson | N/A | N/A | 0 | 0 | | David Savman | N/A | N/A | 3,236 | 220,876 | | Zachary J. Coughlin | 0 | 0 | 12,274 | 845,389 | | Eva Serrano | N/A | N/A | 7,159 | 487,577 |

  104. 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.

  105. Pension Benefits

    Pension Benefits

  106. Pension Benefits

    | Name | Plan name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit1 ($) | Payments During Last Fiscal Year ($) | | Stefan Larsson | Pension Plan2 | 4.00 | 99,966 | 0 | | | Supplemental Pension Plan2 | 4.00 | 1,294,227 | 0 | | Melissa Stone | Pension Plan2 | 18.50 | 294,963 | 0 | | | Supplemental Pension Plan2 | 18.50 | 346,333 | 0 | | Lea Rytz Goldman | Pension Plan | N/A | N/A | N/A | | | Supplemental Pension Plan | N/A | N/A | N/A | | Fredrik Olsson | 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 | | Zachary J. Coughlin | 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 |

  107. Pension Benefits

    1 See Note 12, “Retirement and Benefit Plans,” in the Notes to Consolidated Financial Statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended February 1, 2026, 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 1, 2026, 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 1, 2026 are calculated based on the following assumptions: (i) for annuity payments in the qualified Pension Plan, the PRI-2012 mortality table, and the MP-2021 mortality improvement projection scale, as published by the Society of Actuaries; (ii) a 5.50% discount rate; (iii) a form of payment in the qualified Pension 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; (iv) a form of payment in the non-qualified Supplemental Pension Plan of 100% assumed to elect a lump sum; and (v) lump sum values based on the assumptions prescribed under the Pension Protection Act of 2006 (these include the mortality table PRI-2012, with projected mortality improvements, and segment rates of 4.20% for payments expected to be made for the first 5 years, 4.55% for payments between 5 and 20 years, and 4.85% for payments projected to be made after 20 years).

  108. 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 Mr. Savman who is not eligible to participate in the Plan, and Mr. Coughlin and Ms. Serrano who were not eligible to participate in the Plan, as they were hired after this date. In 2023 the Board 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 NEOs 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 LTI 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. Both Mr. Larsson and Ms. Stone are vested in the Pension Plan. 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 Pension 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:

  109. 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% |

  110. 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.

  111. Non-Qualified Deferred Compensation

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

  112. 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 | 242,152 | 273,626 | 391,366 | 0 | 2,520,489 | | Melissa Stone | 21,462 | 22,907 | 36,916 | 0 | 703,313 | | David Savman | 32,635 | 58,272 | 29,583 | 0 | 210,028 | | Zachary J. Coughlin | 98,611 | 114,777 | 121,979 | 0 | 759,507 | | Eva Serrano | 0 | 44,679 | 19,614 | 0 | 132,200 |

  113. Non-Qualified Deferred Compensation

    1 Amounts are reported in the Summary Compensation Table, other income for 2025. 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 $1,189,151 for Mr. Larsson, $334,279 for Mr. Coughlin, $68,413 for Mr. Savman and $61,135 for Ms. Serrano.

  114. 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 NEOs 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 as of the end of 2025, other than Mr. Coughlin, who voluntarily terminated his employment without good reason and Ms. Serrano, who was separated from the organization, in each case on December 31, 2025. The assumptions used are set forth below the last table.

  115. Potential Payments Upon Termination and Change in Control Provisions

    | Stefan Larsson1 | Voluntary Termination on February 1, 2026 | Retirement at February 1, 2026 | Death at February 1, 2026 | Disability at February 1, 2026 | Termination Without Cause or for Good Reason on February 1, 2026 | Termination for Cause at February 1, 2026 | Termination Without Cause or for Good Reason Upon Change in Control at February 1, 20262 | | 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 | 0 | 0 | 0 | 0 | 0 | | Value of unvested RSUs6 | 0 | 0 | 8,186,808 | 8,186,808 | 0 | 0 | 8,186,808 | | Value of unvested PSUs7 | 0 | 0 | 6,648,702 | 3,825,637 | 3,825,637 | 0 | 6,648,702 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 51,622 | 0 | 51,622 | | Total | $0 | $0 | $14,835,510 | $12,012,445 | $12,577,259 | $0 | $23,587,132 |

  116. Potential Payments Upon Termination and Change in Control Provisions

    | Melissa Stone | Voluntary Termination on February 1, 2026 | Retirement at February 1, 2026 | Death at February 1, 2026 | Disability at February 1, 2026 | Termination Without Cause or for Good Reason on February 1, 2026 | Termination for Cause at February 1, 2026 | Termination Without Cause or for Good Reason Upon Change in Control at February 1, 20262 | | Severance Value3 | $0 | $0 | $0 | $0 | $1,599,992 | $0 | $1,599,992 | | Performance Incentive Bonus Plan9 | 0 | 0 | 275,000 | 203,143 | 203,143 | 0 | 275,000 | | Value of “in the money” unexercisable stock options5 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Value of unvested RSUs6 | 0 | 0 | 666,005 | 666,005 | 0 | 0 | 666,005 | | Value of unvested PSUs7 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 51,622 | 0 | 51,622 | | Total | $0 | $0 | $941,005 | $869,148 | $1,854,757 | $0 | $2,592,619 |

  117. Potential Payments Upon Termination and Change in Control Provisions

    | Lea Rytz Goldman | Voluntary Termination on February 1, 2026 | Retirement at February 1, 2026 | Death at February 1, 2026 | Disability at February 1, 2026 | Termination Without Cause or for Good Reason on February 1, 2026 | Termination for Cause at February 1, 2026 | Termination Without Cause or for Good Reason Upon Change in Control at February 1, 20262 | | Severance value3,10 | $0 | $0 | $0 | $60,377 | $1,777,650 | $0 | $1,777,650 | | Performance Incentive Bonus Plan4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options5 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Value of unvested RSUs6 | 0 | 0 | 1,086,498 | 1,086,498 | 0 | 0 | 1,086,498 | | Value of unvested PSUs7 | 0 | 0 | 465,508 | 125,921 | 125,921 | 0 | 465,508 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | $0 | $0 | $1,552,006 | $1,272,796 | $1,903,571 | $0 | $3,329,656 |

  118. Potential Payments Upon Termination and Change in Control Provisions

    | Fredrik Olsson | Voluntary Termination on February 1, 2026 | Retirement at February 1, 2026 | Death at February 1, 2026 | Disability at February 1, 2026 | Termination Without Cause or for Good Reason on February 1, 2026 | Termination for Cause at February 1, 2026 | Termination Without Cause or for Good Reason Upon Change in Control at February 1, 20262 | | Severance value3,10,11 | $0 | $0 | $0 | $0 | $2,837,129 | $0 | $2,837,129 | | Performance Incentive Bonus Plan4 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Value of “in the money” unexercisable stock options5 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Value of unvested RSUs6 | 0 | 0 | 972,317 | 972,317 | 0 | 0 | 972,317 | | Value of unvested PSUs7 | 0 | 0 | 183,317 | 0 | 0 | 0 | 183,317 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | | Total | $0 | $0 | $1,155,634 | $972,317 | $2,837,129 | $0 | $3,992,763 |

  119. Potential Payments Upon Termination and Change in Control Provisions

    | David Savman | Voluntary Termination on February 1, 2026 | Retirement at February 1, 2026 | Death at February 1, 2026 | Disability at February 1, 2026 | Termination Without Cause or for Good Reason on February 1, 2026 | Termination for Cause at February 1, 2026 | Termination Without Cause or for Good Reason Upon Change in Control at February 1, 20262 | | 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 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Value of unvested RSUs6 | 0 | 0 | 1,107,950 | 1,107,950 | 0 | 0 | 1,107,950 | | Value of unvested PSUs7 | 0 | 0 | 558,874 | 253,009 | 253,009 | 0 | 558,874 | | Welfare benefits value8 | 0 | 0 | 0 | 0 | 51,622 | 0 | 51,622 | | Total | $0 | $0 | $1,666,824 | $1,360,960 | $3,604,631 | $0 | $5,018,446 |

  120. Potential Payments Upon Termination and Change in Control Provisions

    | Zachary J. Coughlin | Voluntary Termination on December 31, 2025 | | Severance Value | $0 | | Value of accelerated PSUs | 0 | | Welfare benefits value | 23,609 | | Total | $23,609 |

  121. Potential Payments Upon Termination and Change in Control Provisions

    | Eva Serrano | Termination without cause or for good reason on December 31, 2025 | | Severance value | $3,400,000 | | Value of accelerated PSUs | 82,225 | | Welfare benefits value | 128,402 | | Total | $3,610,627 |

  122. Potential Payments Upon Termination and Change in Control Provisions

    Ms. Serrano became entitled to severance pursuant to the provision of her employment agreement governing termination of employment by PVH without cause or by Ms. Serrano for good reason. See the discussion under the heading “Employment Contracts” beginning on page 64. Among other things, Ms. Serrano is entitled to receive severance equal to two times the sum of her base salary plus her target bonus amount; severance is payable over a two-year period. She also was entitled to receive medical coverage through December 31, 2025. 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 their disability, Ms. Rytz Goldman and Mr. Olsson are entitled to receive statutory payments under Dutch law. See pages 65-66 for applicable multiples and further detail. 4 If a participant is employed by PVH on the last day of the applicable performance cycle the participant would receive a bonus under our Performance Incentive Bonus Plan. Therefore, if a termination of employment or change in control had occurred on February 1, 2026, 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 1, 2026, 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 30, 2026, the last business day of 2025, 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 RSUs as of February 1, 2026, 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 30, 2026, the last business day of 2025, 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 1, 2026, multiplied by the closing price of our common stock on January 30, 2026, the last business day of 2025. 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 1, 2026, as the actual performance for the entire performance period was not known as of February 1, 2026. 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 2023 and 2024, the amounts payable in respect of the PSU awards granted during 2023, 2024 and 2025 are prorated approximately 94%, 60% and 27%, respectively, representing the portion of the relevant performance cycle actually worked by our NEOs as of February 1, 2026. In the event of a termination without cause or for good reason, no amounts are reflected for the PSU awards granted in 2025, 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 1, 2026. Such benefits are not receivable if their employment is terminated for any other reason. Those benefits would continue for two years. 9 A participant generally must be employed by PVH on the payout date to receive a bonus under our Annual Management Bonus Plan. 10 Potential severance payments upon termination for Ms. Rytz Goldman and Mr. Olsson have been translated at the euro-to-U.S. dollar exchange rate of 1.1851, which was the closing rate on January 31, 2026, the last business day of 2025. 11 Mr. Olsson is entitled to a severance payment of a multiple of 1.67 times the sum of his base salary for twelve months and an amount equal to the bonus that would be payable if target-level achievement was achieved under the annual bonus plan in which Mr. Olsson participates which for the purpose of this chart would equate to $3,562,411.

  123. 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 2025, 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 2025, 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 3, 2025, as the determination date for identifying our median associate. As of that date, we had 27,325 associates, with 8,412 associates based in the United States and 18,913 associates located outside of the United States. Of these associates, approximately 30% worked in or were assigned to offices, approximately 63% worked in retail stores and approximately 7% 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.

  124. 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.

  125. 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) | | 2025 | 16,165,385 | (1,144,750) | 4,272,028 | 952,540 | 73.70 | 68.73 | 25,300 | 790,535 | | 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 |

  126. 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 Chief Executive Officer. 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: • 2025: Messrs. Coughlin, Savman and Olsson, and Mses. Rytz Goldman, Stone and Serrano; • 2024: Messrs. Coughlin and Savman and Martijn Hagman, our former Chief Executive Officer, PVH Europe, 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 Donnelly, our former CEO PVH Americas and CK Global; • 2021: Messrs. Holmes and Coughlin, Mses. Fuller and Donnelly, Michael A. Shaffer, our former Chief Operating & Financial Officer, and Cheryl Abel-Hodges, our former Chief Executive Officer, Calvin Klein. 2 Compensation actually paid to our CEO 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 2025 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 2025:

  127. Pay Versus Performance Table

    | | 2025 | | Summary Compensation Table Column | $16,165,385 | | 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 | (45,080) | | Subtract amounts reported under the “Stock Awards” column in the SCT | (12,200,530) | | Add the fair value of awards granted during the covered year that remain unvested as of covered year end* | 7,215,132 | | 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* | (10,545,502) | | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* | (1,734,155) | | Compensation Actually Paid to CEO | $(1,144,750) |

  128. Pay Versus Performance Table

    * 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 2025 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 2025:

  129. Pay Versus Performance Table

    | | 2025 | | Average SCT Total for Other NEOs | $4,272,028 | | Subtract amounts reported under the “Stock Awards” column in the SCT | (2,028,297) | | Add the fair value of awards granted during the covered year that remain unvested as of covered year end* | 597,587 | | 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* | (429,598) | | Add (subtract) the change in fair value of awards granted in any prior year that vested during the covered year* | (117,881) | | Subtract the fair value of awards granted in any prior year that were forfeited during the covered year* | (1,341,299) | | Average Compensation Actually Paid to Other NEOs | $952,540 |

  130. Pay Versus Performance Table

    * 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, 2024 and 2025 peer group TSR and in the stock performance graph required by Item 201(e) of Regulation S-K. The New Index TSR amount for 2021 is $104.29. TSR assumes an initial investment of $100 in our common stock on February 1, 2021, 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.

  131. 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 2025. 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.

  132. Pay Versus Performance: Most Important Measures

    | Most Important Financial Performance Measures | | EBIT Relative TSR Revenue ROIC |

  133. Pay Versus Performance: Most Important Measures

    82 / PVH Corp. 2026 Proxy Statement / PAY VERSUS PERFORMANCE TABLE

  134. 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.

  135. Relationship between Compensation Actually Paid and Performance Measures

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

  136. Relationship between Compensation Actually Paid and Performance Measures

    | PVH Net Income vs. CAP | |

  137. Relationship between Compensation Actually Paid and Performance Measures

    | PVH Non-GAAP EBIT vs. CAP | |

  138. Relationship between Compensation Actually Paid and Performance Measures

    PAY VERSUS PERFORMANCE TABLE / PVH Corp. 2026 Proxy Statement / 83

  139. 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 NEOs • 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.

  140. Directors, Nominees for Director, and Executive Officers

    | | Amount Beneficially Owned1 | Percent of Class | | Jesper Andersen | 3,512 | * | | Ajay Bhalla | 6,572 | * | | Michael M. Calbert | 86,0362 | * | | Brent Callinicos | 21,940 | * | | George Cheeks | 11,154 | * | | Zachary J. Coughlin | 0 | * | | Kate Gulliver | 2,776 | * | | Stefan Larsson | 447,016 | * | | G. Penny McIntyre | 21,776 | * | | Amy McPherson | 18,083 | * | | Lea Rytz Goldman | 3,278 | * | | Fredrik Olsson | 1,369 | * | | David Savman | 6,640 | * | | Eva Serrano | 5,729 | * | | Melissa Stone | 6,549 | * | | Amanda Sourry | 18,083 | * | | All Directors, Nominees for Director and Executive Officers as a Group (18 People) | 688,126 | 1.5 |

  141. Directors, Nominees for Director, and Executive Officers

    * Less than 1% of class. 1 The figures in the table are based upon information furnished to us by our directors, nominees for director, and executive officers and upon our records. The figures include the shares held for the benefit of our executive officers in a trust for the PVH Stock Fund. The PVH Stock Fund is one of the investment options under our 401(k) plan. Participants in our 401(k) plan who make investments in the PVH Stock Fund may direct the vote of shares of common stock held for their benefit in the trust for the PVH Stock Fund. 2 Includes an aggregate of 65,700 shares held by trusts for the benefit of Mr. Calbert and his wife (42,000 shares) and trusts for each of his three children (7,900 shares each). As of the record date, the following persons have the right to cast votes equal to the following number of shares held in the trust for the PVH Stock Fund (rounded to the nearest full share): Melissa Stone, 375 shares; and all of our directors, nominees for director and executive officers as a group, 1,086 shares. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT / PVH Corp. 2026 Proxy Statement / 97 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, other than the limited right of a participant to receive a distribution of shares held for his or her benefit. As such, the committee may be deemed to be a beneficial owner of the common stock held in the trust. An executive officer who is not an NEO is one of the two 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 182,268 shares of common stock (0.4% 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: Stefan Larsson, 265,275 shares; and all of our directors, nominees for director and executive officers as a group, 265,275 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: Jesper Andersen, 2,776 shares; Ajay Bhalla, 2,776 shares; Brent Callinicos, 2,776 shares; George Cheeks, 2,776 shares; Kate Gulliver, 2,776 shares; Amy McPherson, 2,776 shares; Amanda Sourry, 2,776 shares; and all of our directors, nominees for director and executive officers as a group, 19,925 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, 13,874 shares; G. Penny McIntyre, 20,776 shares; and all of our directors, nominees for director and executive officers as a group, 34,650 shares. 98 / PVH Corp. 2026 Proxy Statement / SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT