PVH CORP DE
For the period ended Jun 20, 2024. Filed May 10, 2024.
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Jun 20, 2024 · Filed May 10, 2024
Contents
Evaluating current Board composition
The Nominating, Governance & Management Development Committee follows a formal, ongoing process for director succession and is actively engaged in a refreshment process to ensure we have the appropriate breadth and depth of experience on the Board to effectively perform the Board’s responsibilities. The addition of four new independent directors in less than four years, and the fact that only four nominees have a tenure of seven years or more (with the most senior nominee having just over ten years), demonstrates the success of this process.
The refreshment process has several goals:
| • identify qualities and skills needed for service on our Board; • identify the qualities and skills each current director possesses; • assess how the current directors deploy their qualities and skills for the benefit of PVH; • determine whether any additional skill sets or other attributes are necessary to fill gaps in the current Board; | • establish a succession strategy and execute against that strategy, including planning well in advance of mandatory retirements; and • perform on-boarding and transitioning for new directors. |
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The Nominating, Governance & Management Development Committee uses a skills matrix to assess the strengths and needs of the Board in relation to our current business strategy, expected future strategic needs, and the current state of our industry. The matrix incorporates areas of operating and industry experience that Committee members have determined should be represented on our Board, as well as skills that governance and self-regulatory organizations and our investors consider when evaluating boards of directors. Using directors’ self-assessments and assessments from the other directors and management, the Committee populates the matrix, showing the extent to which each current director has the desired qualities and skills.
The Nominating, Governance & Management Development Committee regularly reviews the skills matrix, along with individual director demographics, tenure and committee memberships, and considers our total Board composition and demographics compared to our peers and evolving governance practices, to determine whether we need to add directors with specific qualities or skills. As part of the Board’s refreshment process, the Committee reviewed the skills matrix and decided to expand the desired skills and experience in 2023 to ensure the composition of the Board remains appropriate, including taking into account the company’s PVH+ Plan strategy announced in 2022.
CORPORATE GOVERNANCE / PVH Corp. 2024 Proxy Statement /23
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