PVH CORP DE
For the period ended Jun 18, 2025. Filed May 9, 2025.
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Jun 18, 2025 · Filed May 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a Party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
PVH Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PVH+ Plan
Build Calvin Klein and TOMMY HILFIGER into the most desirablelifestyle brands in the world and make PVH one of the highestperforming brand groups in our sector.
GROWTH DRIVERS
| 1 Win withthe bestproduct | 2 Win with the bestconsumer engagement | 3 Win in the digitally-led marketplace | 4 Develop a demand- and data-driven operating model | 5 Drive efficiencies and invest in growth |
REGIONAL GROWTH OPPORTUNITIES
ENGAGE, EMPOWER & ENERGIZE OUR TEAMS
| Our Work | Our People | Our Culture |
Notice of 2025
Annual Meeting of Stockholders
| The meeting will be held: Wednesday, June 18, 20258:45 am (EDT) Online via live webcast Registered holders at:www.proxydocs.com/pvh Beneficial holders at:www.proxydocs.com/brokers/pvh | Purpose 1 Vote on the election of ten nominees for director to serve a one-year term 2 Vote on an advisory resolution to approve our executive compensation 3 Vote to ratify the appointment of auditors to serve for the current fiscal year We also will transact any other business that properly comes before the meeting. Who can attend • Holders of record as of April 21, 2025, of PVH Corp. common stock or their proxies • Beneficial owners • Invited guests of PVH Who can vote Stockholders of record at the close of business on April 21, 2025. How to attend Our Annual Meeting will be conducted exclusively online via live webcast. Stockholders will be able to attend, vote and submit questions via the Internet by participating in the live webcast. The webcast will begin promptly at 8:45 a.m. EDT on June 18, 2025. Online check-in will be available beginning at 8:30 a.m. EDT. You should allow ample time for the online check-in procedures. Holders of record can participate in the virtual meeting by using the control number shown on their Notice Regarding Availability of Proxy Materials or proxy card. If you hold your PVH shares in a bank or brokerage account, you must obtain a legal proxy and a control number from your bank, broker or other nominee if you wish to participate in or vote at the Annual Meeting. Stockholders will be able to view the stockholder list during the 10 days prior to the Annual Meeting and may submit questions before the Annual Meeting by sending an email to CorporateSecretary@pvh.com. For additional information, please see “General Information About the Annual Meeting” on page 93. By Order of the Board of Directors, Mark D. FischerSecretaryNew York, New YorkMay 9, 2025 | |
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| How to vote Your vote is important Even if you plan to attend the Annual Meeting virtually, we encourage you to vote your shares in advance to ensure they are counted. | ||
| By internet In advance of meetingwww.proxydocs.com/pvh During the meeting Attend the meeting virtually and cast your vote electronically | ||
| By phone In the U.S. or Canada dial toll-free 1-866-883-3382 | ||
| By mail Cast your ballot, sign your proxy card, and send in our prepaid envelope | ||
| Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on June 18, 2025: Our Annual Report to Stockholders for our fiscal year ended February 2, 2025, the Proxy Statement, and all other proxy materials are available at www.proxydocs.com/pvh. | ||
PVH Corp. 2025 Proxy Statement /1
Dear Fellow Stockholders
Stefan Larsson
Stefan Larsson, Chief Executive Officer
May 9, 2025
Dear Fellow Stockholders,
2024 marked another major step forward towards our vision to build Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world and make PVH one of the highest performing brand groups in our sector.
We delivered strong performance in 2024, led by our iconic global brands and the disciplined execution of our multi-year, brand-building growth plan, the PVH+ Plan. We expanded our gross margin by 120 basis points to a new record, drove record engagement for both Calvin Klein and TOMMY HILFIGER, and achieved important cost efficiencies throughout the company. We delivered another year of profit growth in North America, drove sequential improvements in our wholesale order books in Europe while improving our quality of sales, and achieved our third consecutive year of growth in Asia Pacific on a constant currency basis. We also completed approximately $500 million in share buybacks for the year, 25% greater than the $400 million we originally projected, reflecting the conviction we have in our long-term value creation potential and our strong balance sheet.
We continue to connect the consumer-facing parts of the PVH+ Plan to our strong, underlying operating engine, and we are making important progress in building our data- and demand-driven supply chain, all while driving efficiencies to invest in growth.
In 2024, for both brands, we fueled cut-through campaigns and global talent partnerships to drive new levels of visibility and engagement, elevate our presence in the marketplace and drive growth in key product categories. We started the year with Calvin Klein’s explosive Spring campaign featuring Jeremy Allen White and continued to build on this momentum throughout the year with mega talent including Kendall Jenner, Idris Elba, Jung Kook, Jennie Kim, and Alexander Skarsgård. We also tapped into the cultural conversation by leaning into the TOMMY HILFIGER classic American cool DNA made current for today, amplified by global talent including Stray Kids, Sofia Richie Grainge, Jisoo, Damson Idris, Patrick Schwarzenegger, Lewis Hamilton, George Russell and more. And we drove conversation around major cultural moments, from New York Fashion Week and the Met Gala to Formula 1™.
Regionally, we are turning Europe back to growth, with improved performance in both direct-to-consumer and wholesale, including growth in our owned and operated stores in the back half of 2024 and growth in our wholesale order books for fall 2025.
2 / PVH Corp. 2025 Proxy Statement
We significantly increased our profitability in North America, including a double-digit EBIT margin rate every quarter for our combined Calvin Klein and Tommy Hilfiger businesses in the region. And we grew Asia Pacific on a constant currency basis, on top of two consecutive years of double-digit constant currency growth.
Key drivers of our PVH+ Plan progress in 2024 include:
Everything starts with product, and we further improved the relevance and sell-through of our Fall 2024 assortment across both brands. We stood up our global product kitchen for Calvin Klein and created a very strong product assortment for TOMMY HILFIGER, which launches in fall 2025.
We connected both Calvin Klein and TOMMY HILFIGER to the zeitgeist through our marketing, while continuing to elevate our presence in the marketplace across channels.
We’re working more closely than ever with our wholesale partners, and in January we brought together more than 300 key partners for one of our largest-ever global partner days to kick off Fall 2025 Market Launch. Their feedback confirmed our belief in the strength of our product, marketing and marketplace execution and we will continue to build on this momentum together.
We invested in growth initiatives while driving significant cost efficiencies to simplify our organization and shift our culture to become brand builders with a strong consumer focus.
We put in place our technology roadmap, taking important steps to becoming a data- and demand-driven company.
We continued to make important progress on our corporate responsibility strategy.
We further strengthened our management team and have a strong bench of leaders who have the experience and capabilities to bring our vision to life.
Building on the momentum of 2024, and our ongoing disciplined execution of our PVH+ Plan, we are looking forward to building on this strength for 2025 while recognizing the challenging macroeconomic backdrop. We are positioning the Company for long-term, sustainable growth and remain relentlessly focused on fueling our brand-building consumer flywheel to unlock our full potential around the world.
Additionally, we have entered into accelerated share repurchase agreements under which we are repurchasing $500 million of our common stock, reflecting our confidence in PVH’s long-term value creation potential and a unique opportunity to return significant capital to stockholders. Over the course of the last several years we have continuously strengthened our balance sheet, driven by our robust cash flow generation. We have demonstrated a prudent and balanced approach to capital allocation, including first and foremost investing in our growth initiatives — all while reinforcing our strong commitment to our investment grade credit ratings.
We have two of the most globally iconic and beloved brands from the eye of the consumer, and both have the right to play as part of the most desirable brands in the market. Step by step, through the PVH+ Plan, that’s where we are taking them.
Thank you for joining us on this journey.
Sincerely,
Stefan Larsson, Chief Executive Officer
DEAR FELLOW STOCKHOLDERS / PVH Corp. 2025 Proxy Statement /3
Table of Contents
| Notice of 2025 Annual Meeting of Stockholders | 1 |
|---|---|
| Proxy Summary | 5 |
| Proposal 1: Election of Directors | 12 |
| Corporate Governance | 18 |
| Independence | 18 |
| Leadership Structure of the Board | 18 |
| Risk Oversight | 19 |
| Board, Committee and Director Evaluations | 22 |
| Board Refreshment | 23 |
| Evaluating current Board Composition | 23 |
| Director Qualifications | 26 |
| Identifying Potential New Directors | 26 |
| Proxy Access | 26 |
| Mandatory Retirement | 26 |
| Stockholder Engagement | 26 |
| Director On-Boarding | 27 |
| Ongoing Director Education | 27 |
| Restrictions on Other Board Service | 28 |
| Management Succession Planning | 28 |
| Committees | 29 |
| Meetings | 31 |
| Executive Sessions | 31 |
| CEO Evaluation | 31 |
| Transactions with Related Persons | 32 |
| Insider Trading Policy | 32 |
| Governing Documents | 32 |
| How to Contact the Board | 33 |
| Values, Governance, Human Capital Resources, Corporate Responsibility and Political and Lobbying Activities | 33 |
| Director Compensation | 35 |
| Annual Retainers | 35 |
| Stock Ownership Guidelines | 35 |
| 2024 Compensation | 36 |
| Proposal 2: Advisory Vote on Executive Compensation | 38 |
| Compensation Discussion & Analysis | 39 |
| 2024 Compensation Highlights | 40 |
| 2024 Executive Compensation Program | 43 |
| Executive Compensation Overview | 44 |
| Compensation Decisions for 2024 | 46 |
| Competitive Pay for Performance | 53 |
| Compensation Committee Report | 59 |
|---|---|
| Executive Compensation Tables | 60 |
| Summary Compensation Table | 60 |
| Grants of Plan-Based Awards | 63 |
| Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table | 64 |
| Outstanding Equity at Fiscal Year-End | 71 |
| Option Exercises and Stock Vested | 73 |
| Pension Benefits | 73 |
| Defined Benefit Plans | 74 |
| Non-Qualified Deferred Compensation | 77 |
| Potential Payments Upon Termination and Change in Control Provisions | 79 |
| CEO Pay Ratio | 82 |
| Pay Versus Performance Table | 83 |
| Equity Compensation Plan Information | 86 |
| Proposal 3: Ratification of the Appointment of Auditors | 87 |
| Audit Committee Report | 88 |
| Security Ownership of Certain Beneficial Owners and Management | 89 |
| 5% Stockholders | 89 |
| Directors, Nominees for Director, and Executive Officers | 90 |
| Delinquent Section 16(a) Reports | 92 |
| General Information About the Annual Meeting | 93 |
| Exhibit A — Gaap To Non-Gaap Reconciliations | A-1 |
| Exhibit B — NEO Employment Agreements | B-1 |
| Frequently Referenced Information | |
| Risk Oversight | 19 |
| Board Refreshment | 23 |
| Director Nominee Skills | 24 |
| Governing Documents | 32 |
| Human Capital Resources | 33 |
| Principal Elements of Our ExecutiveCompensation Program | 43 |
| Pay for Performance | 52 |
| PVH Performance and Pay Mix Comparedto Peer Group | 54 |
| CEO Compensation Compared to TotalStockholder Return | 54 |
| Fees Paid to Auditors | 87 |
| How to Attend the Annual Meeting | 93 |
4 / PVH Corp. 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.