PVH CORP. /DE/

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 the last four years, and the fact that only four nominees have a tenure of nine to 12 years, demonstrates the success of this process.

The refreshment process has several goals:

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 2024 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. 2026 Proxy Statement /23