PROXY STATEMENT
Notice of 2023 Annual Meeting of Stockholders
PVH+ Plan.
We are brand builders who focus our passion and creativity to
build Calvin Klein and TOMMY HILFIGER into the most desirable
lifestyle brands in the world.
THE GROWTH DRIVERS
1
Win with
product
2
Win with
consumer
engagement
3
Win in the
digitally-led
marketplace
4
Develop a
demand and
data-driven
operating
model
5
Drive
efficiencies
and invest
in growth
THE REGIONAL GROWTH OPPORTUNITIES
Fuel market leading
strength in Europe
Accelerate growth
in Asia Pacific
Unlock opportunity
in the Americas
PVH CORP. 2023 PROXY STATEMENT / 1
Notice of 2023
Annual Meeting of Stockholders
The meeting will be held:
Thursday, June 22, 2023
8:45 am (EDT)
Online via live webcast
Registered holders at:
www.proxydocs.com/pvh
Benecial holders at:
www.proxydocs.com/brokers/pvh
Purpose
1Vote on the election of ten nominees for director to serve a one-year term
2Vote on an advisory resolution to approve our executive compensation
3Vote on an advisory resolution regarding the frequency of future advisory votes on our
executive compensation
4Vote to approve an amendment to our Certificate of Incorporation to update the
exculpation provision under the Delaware General Corporation Law
5Vote to approve amendments to our Stock Incentive Plan to increase the number
of shares available for issuance under the Plan and modify the method of counting
shares underlying full value awards for purposes of the limits on awards that may be
granted under the Plan
6Vote 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 the record date of PVH Corp. common stock or their proxies
• Benecial owners
• Invited guests of PVH
Who can vote
Stockholders of record at the close of business on April 24, 2023.
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 Annual Meeting live webcast will begin promptly at 8:45 a.m., EDT, on June 22,
2023. 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 CorporateSecretar[email protected]. For additional information, please see “General
Information About the Annual Meeting” on page 103.
By Order of the Board of Directors,
Mark D. Fischer
Secretary
New York, New York
May 10, 2023
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 meeting
www.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 22, 2023:
Our Annual Report to Stockholders for
our scal year ended January 29, 2023,
the Proxy Statement and all other proxy
materials are available at
www.proxydocs.com/pvh.

2 / PVH CORP. 2023 PROXY STATEMENT
Dear Fellow Stockholders
Stefan Larsson
Stefan Larsson, Chief Executive Ofcer
“All around the world, we made
great progress in getting closer to
the consumer, creating amazing
products, and delivering very
strong consumer engagement–
the combination of which will
enable us to win in the digitally
led marketplace.”
May 10, 2023
We have set out to build TOMMY HILFIGER and
Calvin Klein into the most desirable lifestyle
brands in the world, and at the same time
build PVH into one of the strongest brand
groups in our sector. At our Investor Day in
the spring of 2022, we introduced the PVH+
Plan, our multi-year growth plan to win with
the consumer and drive sustainable profitable
growth, along with delivering strong returns to
our stockholders. We are in the early phase of
this journey and believe we are well-positioned
to win. And, of course, we are committed to
achieving this through good governance and in
alignment with our company purpose of driving
fashion forward for good.
During 2022, we intensied our focus on driving growth through
the disciplined execution of the PVH+ Plan. This included a strong
emphasis on driving brand desirability through product strength
and consumer engagement, signicantly upgrading our supply
chain capabilities to become more demand-driven, and simplifying
how we work, resulting in substantial cost efciencies.
Revenue decreased 1% to $9.024 billion compared to 2021
(though it increased 5% on a constant currency basis), inclusive
of a 3% negative impact consisting of (i) a 2% reduction resulting
from the Heritage Brands transaction and the exit from the
Heritage Brands Retail business and (ii) a 1% reduction resulting
from the war in Ukraine.*
EBIT on a GAAP basis was $471 million, inclusive of a $94
million negative impact due to foreign currency translation,
compared to $1.077 billion in 2021. EBIT on a non-GAAP basis
was $857 million, inclusive of a $94 million negative impact
due to foreign currency translation, compared to $983 million
in2021.*
Throughout the year, we experienced unprecedented external
headwinds felt across the global economy, our sector, and our
business, from the war in Ukraine, decades-high strength of the
U.S. dollar and ination rates globally, and continued COVID-19
disruptions. Despite the increasingly challenging macroeconomic
*Explanations and reconciliations to GAAP results appear in Exhibit A.
DEAR FELLOW STOCKHOLDERS / PVH CORP. 2023 PROXY STATEMENT / 3
environment, our Calvin Klein and Tommy Hilger businesses
continued to exhibit underlying strength, underpinned by great
products tied to impactful consumer engagement. We exited
2022 and entered 2023 with signicant momentum that we are
excited to build upon.
In 2022, we did incredible collaborations with both brands, with
Calvin Klein x Palace being one of the highlights. We also brought
TOMMY HILFIGER back to New York Fashion Week, which was the
second most talked about show of the year. And we built strong
talent partnerships for both brands, with megastars like Jennie
Kim, HoYeon Jung, Kate and Lila Moss, Park Seo-joon, Maya
Hawke, Romelu Lukaku and Hueng-min Son for Calvin Klein and
Shawn Mendes, Anthony Ramos and Travis Barker for TOMMY
HILFIGER. We have many more collaborations to come in 2023.
During the year, we maintained a critical focus on our governance,
brought on and promoted talent to lead our growth strategy, and
advanced our commitment to Inclusion and Diversity (“I&D”). We
continued to invest towards our three key corporate responsibility
focus areas: positively impacting lives across our value chain,
furthering sustainability, and advancing climate action. We also
further integrated our corporate purpose into how we work
and connect with consumers and meet the expectations of
you, our stockholders, as well as those of our associates, our
consumers, the communities where we live and work, and our
otherstakeholders.
We separated the roles of CEO and Board Chair in late 2021 and,
in May 2022, welcomed to the Board Michael Calbert. Mr. Calbert
is the Chairman of Dollar General and formerly was a member
of the private equity rm KKR & Co. L.P., where he led the retail
industry team. He has extensive experience in corporate nance,
strategic business planning and accounting, particularly in
the retail industry. Mr. Calbert became the independent, non-
executive Chair of the Board in June with the retirement of Henry
Nasella, our long-time independent presiding director and initial
independent Chair.
We added Ajay Bhalla as an independent director in August.
Mr. Bhalla, President, Cyber & Intelligence at Mastercard
Incorporated, has deep digital commerce and cybersecurity
expertise. His knowledge and experience connecting consumer,
commerce and technology will be especially valuable in
supporting the digital components of the PVH+ strategy.
I&D continues to dene who we are as a company and how we
operate as a business. We are committed to creating a more
inclusive, diverse and equitable industry for all by identifying
the areas of greatest impact for our associates, community,
consumers and investors and taking meaningful action that
drives sustainable change to support these key stakeholders.
This commitment extends all the way to the Board of Directors,
where 60% of this year’s slate of director nominees has at
least one measure of diversity, compared to 45% of last year’s
nominees. The Board now includes four women and directors
who identify as Black/bi-racial, Southeast Asian or LGBTQIA+.
The diversication of our Board has been achieved through our
ongoing Board refreshment program. Because of that program,
no director nominee has a tenure with us of ten years or more,
and the average tenure of our independent director nominees has
declined from 8.1 years in 2022 to 4.9. Similarly, the average
age of our independent director nominees has declined from
57.9 years to 56.4 years.
All around the world, we made great progress in getting closer
to the consumer, creating amazing products, and delivering very
strong consumer engagement – the combination of which will
enable us to win in the digitally led marketplace.
Through the power of our strong brands and our relentless
execution, we are building Calvin Klein and TOMMY HILFIGER
into the most desirable lifestyle brands in Europe, Asia Pacic
and North America across our direct-to-consumer channels and
with our great traditional and digital partners, achieving strong
underlying revenue growth in 2022.
We have a multi-year opportunity ahead of us to drive meaningful
top- and bottom-line growth. We are continuing to manage our
business in a prudent and disciplined manner to deliver on the
commitments we made, including a relentless focus on improving
execution. We are doubling down on the PVH+ Plan growth drivers
and focusing on what is within our control to drive sustainable
growth, generate strong cash ows, and deliver attractive
returns for our shareholders – all aligned with our strong
governanceprinciples.
As always, we thank you for your condence in and support
of PVH. We hope you will participate in our virtual 2023
AnnualMeeting.
Sincerely,
Stefan Larsson, Chief Executive Ofcer
4 / PVH CORP. 2023 PROXY STATEMENT
Table of Contents
Notice of 2023 Annual Meeting of Stockholders 1
Proxy Summary 5
Proposal 1: Election of Directors 12
Corporate Governance 19
Independence 19
Leadership Structure of the Board 19
Risk Oversight 20
Board, Committee and Director Evaluations 21
Board Refreshment 22
Evaluating current Board composition 22
Identifying potential new directors 23
Diversity 24
Proxy Access 24
Mandatory Retirement 24
Stockholder Engagement 24
Director On-Boarding 25
Ongoing Director Education 25
Management Succession Planning 26
Committees 27
Meetings 29
Executive Sessions 29
CEO Evaluation 29
Transactions with Related Persons 30
Governing Documents 30
How to Contact the Board 30
Values, Governance, Human Capital Resources and
Corporate Responsibility 31
Political and Lobbying Activities 33
Director Compensation 34
Annual Retainers 34
Stock Ownership Guidelines 35
2022 Compensation 35
Proposal 2: Advisory Vote on Executive Compensation 37
Proposal 3: Advisory Vote on the Frequency of Future
Advisory Votes on Executive Compensation 38
Compensation Discussion & Analysis 39
2022 Compensation Highlights 41
2022 Executive Compensation Program 43
Executive Compensation Overview 44
Compensation Decisions for 2022 46
Competitive Pay for Performance 53
Compensation Committee Report 60
Executive Compensation Tables 61
Summary Compensation Table 61
Grants of Plan-Based Awards 64
Narrative Disclosure to Summary Compensation Table
and Grants of Plan-Based Awards Table 65
Outstanding Equity at Fiscal Year-End 71
Option Exercises and Stock Vested 73
Pension Benets 73
Dened Benet Plans 74
Non-Qualied 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 4: Approval of an Amendment to Our Certicate
of Incorporation to Update the Exculpation Provision 87
Proposal 5: Approval of Amendments to the Stock
Incentive Plan 89
Proposal 6: Ratication of the Appointment of Auditors 98
Audit Committee Report 99
Security Ownership of Certain Benecial Owners and
Management 100
5% Stockholders 100
Directors, Nominees for Director, and Executive Ofcers 101
General Information About the Annual Meeting 103
Exhibit A — GAAP To Non-GAAP Reconciliations A-1
Exhibit B — NEO Employment Agreements B-1
Exhibit C — Certicate of Amendment to the Amended
and Restated Certicate of Incorporation C-1
Exhibit D — Stock Incentive Plan (as proposed to be
amended) D-1
Frequently Referenced Information
Demographics of Our Director Nominees 7
Risk Oversight 20
Board Refreshment 22
Director Nominee Skills 23
Governing Documents 30
Human Capital Resources 31
Principal Elements of Our Executive
Compensation Program 43
Pay for Performance 53
PVH Performance and Pay Mix Compared
to Peer Group 54
CEO Compensation Compared to Total
Stockholder Return 55
Fees Paid to Auditors 98
How to Attend the Annual Meeting 103
PVH CORP. 2023 PROXY STATEMENT / 5
This summary highlights information contained elsewhere in this Proxy Statement and does not contain all of the information you
should consider. Please read the entire Proxy Statement carefully before voting. Disclosures in this Proxy Statement generally pertain
to matters related to our most recently completed scal year, which began on January 31, 2022, and ended on January 29, 2023.
References to “2022” and other years refer to scal years, which are designated by the calendar year in which they begin.
The Notice Regarding the Availability of Proxy Materials and the Notice of Annual Meeting and Proxy Statement are rst being
distributed or made available, as the case may be, on or about May 10, 2023.
The meeting will be held:
Time and Date
8:45 a.m., EDT Thursday,
June 22, 2023
Online via live webcast at:
www.proxydocs.com/pvh
Record Date
April 24, 2023
Voting
• Stockholders as of the record date are entitled to vote.
• Each share of our common stock is entitled to one vote.
Admission
Attendance at the meeting will be limited to holders of record
of our common stock as of the record date or their proxies,
benecial owners and invited guests of PVH. For additional
information on how to attend the virtual meeting, please see
“General Information About the Annual Meeting” on page 103.
Voting Matters and Board Recommendation
Voting
Matters
Board’s
recommendation
For more
information
Proposal 1 Election of Directors FOR each Director
Nominee
Page 12
Proposal 2 Advisory vote on executive compensation FOR Page 37
Proposal 3 Advisory vote regarding the frequency of future advisory votes on
executive compensation
ANNUAL (ONE YEAR) Page 38
Proposal 4 Approval of the amendment to our Certificate of Incorporation FOR Page 87
Proposal 5 Approval of the amendments to our Stock Incentive Plan FOR Page 89
Proposal 6 Ratification of Ernst & Young LLP as our independent auditor for
fiscal year 2023
FOR Page 98
What to look for
We continue to focus on good governance and strive for transparency. This Proxy Statement discusses several
signicant 2022 actions, including:
• the appointment of a new independent, non-executive Chair;
• the continued execution of the Board of Directors’
refreshment program, including the addition of two new
directors, which, coupled with the retirement of two long-time
directors, lowered the average tenure of our independent
director nominees from 8.1 years in 2022 to 4.9 years this
year;
• the continued expansion of the Board’s diversity
1
, with the
diversity among the director nominees increasing from 45% in
2022 to 60% this year;
• expanded disclosure on directors’ skills and experience; and
• our continuing efforts to live our values; practice good
governance; attract, develop and retain diverse talent; and
act as good corporate citizens.
Proxy Summary
1 We consider a director to be diverse if they identify as female, non-binary, LGBTQIA+, BIPOC (Black, indigenous and people of color), or a member of an ethnic minority.
Mses.McIntyre, McPherson, Peterson and Sourry and Messrs. Bhalla and Cheeks each have at least one measure of diversity.
6 / PVH CORP. 2023 PROXY STATEMENT / PROXY SUMMARY
Director Election (page 12)
The following table introduces our current directors who are standing for re-election this year. Directors are elected annually by a
majority of votes cast. At the Annual Meeting, proxies cannot be voted for more than ten nominees.
All directors are independent, except Mr. Larsson.
Director nominee Age
Director
Since
Tenure
Other
public
company
boards Principal Occupation
% Board &
committee
meetings
attended
Current Committee Memberships
A&RM C NG&MD CR
Ajay Bhalla 57 2022
(<1)
0
President, Cyber & Intelligence, Mastercard
Incorporated
100%
1
Michael M. Calbert 60 2022
(1)
1
Chairman of the Board, Dollar General
Corporation
100%
1
Brent Callinicos 57 2014
(9)
2
Former Chief Operating and Chief Financial
Officer, Virgin Hyperloop One; Former Chief
Financial Officer, Uber Technologies, Inc.
100%
George Cheeks 58 2021
(2)
0
President and Chief Executive Officer, CBS
Entertainment Group
90%
Stefan Larsson 48 2021
(2)
0
Chief Executive Officer, PVH Corp.
100%
G. Penny McIntyre 61 2015
(8)
0
Former Chief Executive Officer, Sunrise
Senior Living, LLC
100%
Amy McPherson 61 2017
(6)
1
Principal investor and consultant to a
kids-focused media business; Retired
President and Former Managing Director,
Europe, Marriott International, Inc.
100%
Allison Peterson 48 2021
(2)
0
Chief Customer Officer, Best Buy Co., Inc.
85%
Edward R. Rosenfeld 47 2014
(9)
1
Chief Executive Officer,
Steven Madden, Ltd.
100%
Amanda Sourry
(Judith Amanda Sourry Knox)
59 2016
(6)
1
Former President, Unilever
North America
94%
Number of meetings in 2022
6 11 7 5 4
1 For the portion of 2022 during which he was a director.
Committee Key:
A&RMAudit & Risk Management
CCompensation
NG&MDNominating, Governance & Management Development
CRCorporate Responsibility
Committee Chair
PROXY SUMMARY / PVH CORP. 2023 PROXY STATEMENT / 7
Demographics of Our Director Nominees
Age Distribution of
Independent Directors
Tenure of
Independent Directors
Gender and Racial
Distribution
4 0–3 Years
2
40–49 Years
4 Wome
n
2 BIPOC*4 50–59 Years
+60 Years
3
White male 4
LGBTQIA+ 1
4–6 Years 2
7+
Years 3
Average tenure
of Independent
Directors
4.9
Women or
Minority
Directors
60%
Average
age
56.4
* Black, Indigenous and People of Color
Director Nominee Skills
Our director nominees have a broad and diverse set of experience, qualications, attributes and skills that are vital to the success of
our business.
Operating Experience
Chief Executive Officer, President, Chief
Operating Officer, Chief Financial Officer
or Chief Accounting Officer (or Performing
Similar Functions)
5
Business Unit Chief Executive Officer,
President, Chief Operating Officer or
Similar Leadership Position
7
Financial Expertise
5
Industry Experience
Consumer Products or Services
9
Digital/E-commerce
8
Technology/Cyber Risk/Information
Security
3
Regulatory/Corporate Governance
4
International Experience
7
Risk Management
3
Sales/Marketing/Public Relations
6
Strategic Planning/Development
9
Human Capital Management
5
Diversity/Equity/Inclusion
5
Climate
3
8 / PVH CORP. 2023 PROXY STATEMENT / PROXY SUMMARY
2022 Business Highlights (page 39)
Our Calvin Klein and Tommy Hilger businesses continued to exhibit underlying strength in 2022, despite the increasingly challenging
macroeconomic environment. It was a year that included an unprecedented number of external headwinds, including the war in Ukraine,
decades high strength of the U.S. dollar and ination globally, and continued COVID-19 disruptions.
We intensied our focus on driving growth through the disciplined execution of our multi-year, brand-focused, direct-to-consumer and
digitally led PVH+ Plan strategy. The PVH+ Plan is designed to accelerate growth by building on our core strengths and connecting
Calvin Klein and TOMMY HILFIGER closer to the consumer than ever before through ve key drivers: Win with product; Win with
consumer engagement; Win in the digitally led marketplace; Develop a demand- and data-driven operating model; and Drive efciencies
and invest in growth.
We delivered over $9 billion of revenue and an EBIT margin of nearly 10%* in 2022. Revenue was down 1% from 2021, which includes
the impacts of foreign exchange, business exits and the war in Ukraine. Revenue was up 5%* on a constant currency basis, reecting
the power of our two global iconic brands, Calvin Klein and TOMMY HILFIGER, and our delivering strong hero products, engaging closely
with consumers, and elevating the customer experience.
Underscoring our strong nancial position and cash ow generation, we renanced our senior credit facilities and repurchased
approximately $400 million of stock as part of a $1.0 billion increase to the company’s stock repurchase authorization.
Moving forward, we will rst and foremost continue investing in our business to fuel our growth, while appropriately deploying our
excess cash to deliver returns to our stockholders.
Earnings before interest
and taxes (“EBIT”)
$471M
($857 million* on a non-GAAP
basis) compared to EBIT of $1.077 billion
($983 million* on a non-GAAP basis)
in2021.
Revenue
$9.024B
In revenue compared to $9.155 billion in 2021. The revenue results reect:
• 2% reduction resulting from the Heritage Brands transaction and the exit from the
Heritage Brands Retail business
• a 1% reduction resulting from the war in Ukraine
Earnings per share (“EPS”)
$3.03
($8.97* on a non-GAAP basis)
ascompared to EPS of $13.25
($10.15* on a non-GAAP basis) in 2021
* ReconciliationstoGAAPamountsappearonExhibitA
Tommy Hilfiger Calvin Klein Heritage Brands
• Tommy Hilger revenue
decreased 1% compared to
2021 (increased 7%* on a
constant currency basis)
• Tommy Hilger International
revenue decreased 4%
(increased 6%* on a
constant currencybasis)
• Tommy Hilger North America
revenue increased9%
• Calvin Klein revenue
increased 3% compared to
2021 (increased 10%* on
a constant currency basis)
• Calvin Klein International
revenue increased 1%
(increased 10%* on a
constant currency basis)
• Calvin Klein North America
revenue increased 8%
• Heritage Brands revenue
decreased 26%
compared to 2021
and includes a 25%
decrease resulting from
the Heritage Brands
transaction and the
exit from the Heritage
Brands Retail business
PROXY SUMMARY / PVH CORP. 2023 PROXY STATEMENT / 9
The following shows our performance against our peer group for the one- and three-year periods ended 2021 based on revenue growth,
EBIT growth, and overall ranking, as well as based on total stockholder return (“TSR”) for the three-year period.
PVH Percentile Rank
1-Year (2022) 3-Year (2020−2022)
0
25 50 75 100
0
25 50 75 100
54.7%
63.2%
53.2%
50.3%
57.0%
3.0%
32.5%
38.4%
32.3%
24.6%
Performance Measure
Revenue growth vs. peer group
EBIT growth
1
vs. peer group
TSR vs. peer group
(as of January 27, 2023)
TSR vs. Russell 3000
(as of January 27, 2023)
Overall Percentile Rank
2
1 EBIT growth is based on non-GAAP amounts, as reported by us.
2 Overall percentile ranking excludes TSR vs. Russell 3000.
Source: TSR from Standard & Poor’s Capital IQ.
Our compensation program is a pay-for-performance model. We
believe we should incentivize our executive ofcers to improve
our nancial performance, protably grow our businesses and
increase stockholder value— and should reward them based
on their success in attaining these objectives. The focus of
our 2022 compensation program was consistent with our
pre-pandemic approach. However, in 2022 we included some
modications to our compensation program to recognize the
continued volatility in our business, while maintaining our
commitment to the goals and drivers in our PVH+ Plan.
The nancial measures for annual bonuses were:
• corporate (consolidated PVH) EBIT, and
• for NEOs who lead business units, EBIT for their respective
business units.
Like in 2020 and 2021, threshold and maximum performance
goals were set at signicantly wider ranges below and above
the target goals than they had been before the pandemic. This
adjustment addresses the continued volatility and uncertainty in
our business and in the stock market and economy generally.
Performance share unit awards (“PSUs”) were evenly weighted
between a three-year EBIT performance goal and three-year TSR
performance as compared to a custom, industry-appropriate
comparator group of companies (the “custom comparator group”).
In the past, 50% of the performance share units were based
on absolute stock price growth for a three-year performance
period. Because the extreme volatility of the stock market
and business uncertainties caused by the pandemic made
stock price growth an impractical performance measure, the
Compensation Committee changed that metric to EBIT for a
one-year performance period in 2021 and EBIT for a three-year
performance period in 2022. Unlike absolute stock price growth,
we had some measure of visibility with EBIT.
Similarly, 50% of the PSU awards granted before 2021 were
tied to PVH’s TSR compared to the S&P 500. In 2021, we
changed to the custom comparator group. The pandemic has
had dramatically different effects on different industries, and we
believe that our performance is most appropriately compared
to that of companies operating in similar industries and using
similar distribution channels.
The 2022 changes to our PSUs did not change our overall
approach to compensating our Chief Executive Ofcer and the
other executive ofcers whose compensation appears in this
Proxy Statement. The bulk of their compensation packages
continued to consist of short-term and long-term incentive
awards with payouts subject to achievement of specic nancial
and strategic targets, and equity awards (restricted stock units
(“RSUs”), stock options and PSUs) continued to be linked to
increases in stock value over time.
We have continued to evolve our compensation program in
2023 to advance the goals of the PVH+ Plan and further align
the program with stockholder interests. This includes adding
revenue as an additional performance measure in our annual
bonus awards, replacing three-year EBIT with three-year return
on invested capital (“ROIC”) as a performance measure for PSU
awards, and requiring that at least 50% of long-term incentive
awards to our actively employed Named Executive Ofcers
(“NEOs”), other than James Holmes, our Controller (principal
accounting ofcer), consist of PSUs, which are at risk and subject
to a three-year performance period.
Executive Compensation Highlights (page 41)
10 / PVH CORP. 2023 PROXY STATEMENT / PROXY SUMMARY
Governance Highlights (page 19)
PVH is committed to excellence in corporate governance and corporate responsibility, as evidenced by the policies and practices
summarized below.
Independence
• All of our directors are independent except our CEO
• Independent directors meet regularly in executive session
• All members of the Board’s standing committees are
independent
Accountability
• Directors are elected annually by a majority vote (in
uncontested elections)
• We have held an annual stockholder advisory vote to approve
named executive ofcer compensation since 2011
• Incentive compensation for executives is subject to our
Clawback Policy
Alignment with Stockholder Interests
• Our executive compensation program emphasizes pay for
performance
• Executive ofcers, other members of our Executive Leadership
Team and directors are subject to robust stock ownership
guidelines
• Directors and ofcers are prohibited from hedging and pledging
our common stock
Board Practices
• We have an independent Chair
• Our Corporate Governance Guidelines are publicly available and
reviewed annually
• We have a rigorous annual Board, committee and individual
director self-evaluation process
• We have an ongoing refreshment process in place for the Board
Compensation Mix
Base
Salary
29%
Bonus
23%
RSUs
22%
Stock
Options
15%
PSUs
11%
71%
Performance Based
Base
Salary
20%
Bonus
22%
RSUs
25%
Stock
Options
8%
Performance
LTI
25%
80%
Performance Based
Total Target Direct Compensation
Total Target Direct Compensation
(average) Total Target Direct Compensation
(average) Total Target Direct Compensation
CEO: PVH
Other NEOs
2
: PVH
CEO: P
eer Group
1
Other NEOs: Peer Group
Base
Salary
11%
Bonus
22%
RSUs
20%
Stock
Options
13%
Performance
LTI
34%
89%
Performance Based
Base
Salary
10%
Bonus
19%
RSUs
21%
Stock
Options
11%
Performance
LTI
39%
90%
Performance Based
1 See discussion under the heading “Peer Group” on page 53 for a description of our compensation peer group and the list of the constituent companies. Excludes the Tapestry, Inc.
CEO because her specic pay mix was not disclosed at the time our compensation decisions were made.
2 Excludes Mr. Holmes, who served as Interim Chief Financial Ofcer for part of 2022. See discussion on page 43.
Say-on-Pay
Our stockholders overwhelmingly approved the compensation of our Named Executive
Ofcers at our 2022 Annual Meeting, with approximately 92% of the votes cast in favor of
the advisory proposal. We are pleased that our stockholders have consistently supported
our executive compensation program since we began holding say-on-pay votes in 2011,
and consider this support in evaluating the effectiveness of our executive compensation
program. The adjoining table shows the percentage of votes cast in favor of our advisory
proposals over the last ve years.
2018 2019 2020 2021 2022
94.2%
93.9%
94.5%
95.3%
92.1%
PROXY SUMMARY / PVH CORP. 2023 PROXY STATEMENT / 11
2022 Governance Actions
2022 continued our pursuit of excellence in governance matters, along with our commitment to corporate responsibility.
• We added two new independent directors to the Board in 2022
as part of the Board refreshment program, bringing the total
of new independent directors to four since 2020. Three of our
four newest directors have at least one element of diversity
(female, non-binary, LGBTQIA+, BIPOC or a member of an ethnic
minority). One of these three directors identies as having two
diverse elements.
• After separating the roles of CEO and Board Chair and
naming our rst independent, non-executive Chair in 2021, we
appointed a new independent, non-executive Chair in 2022
when the prior Chair retired.
• We have had four women on the Board since 2017.
• We have had at least one diverse director on the Board every
year but one since 2011.
• With the retirement of two long-serving directors, we brought
down the average tenure of our independent director nominees
from8.1years in 2022 to 4.9 years this year, and brought
down the average age of our independent director nominees
from 57.9 years in 2022 to 56.4 years this year.
• We are assessing our value chain to strategically map our
biodiversity approach and set science-based targets. This due
diligence will enable us to report against the pending Taskforce
on Nature-related Financial Disclosures (“TNFD”) framework.
• We will publish our annual 2022 Corporate Responsibility
Report later this year, where we will report in greater detail
the measurable progress we have made toward our Forward
Fashion commitments.
• We conducted a climate risk scenario analysis in alignment
with guidelines from the Task Force on Climate-Related
Financial Disclosures (“TCFD”) and we aim to share the
ndings in 2023.
• In 2022, we reduced overall global electricity consumption for
the fth consecutive year, due to energy efciency measures,
global adoption of energy-saving light and HVAC controls and
increased use of hydro power. In addition, we increased our
renewable energy sourcing to 60% through renewable energy
credits and onsite solar adoption in our North American and
European facilities. This accounted for a 26% reduction in
Scope 1&2 emissions from 2021, and a 69% decline from our
2017 baseline.
• We ranked No. 3 on the Business of Fashion Sustainability Index
and ranked #2 in our industry on JUST Capital’s Top Companies
for the Environment.
• We received 100% on the Human Rights Coalition’s 2022
Corporate Equality Index for the sixth year in a row for our
corporate policies and practices related to LGBTQIA+ workplace
equality.
• Our inclusion and diversity (“I&D”) efforts have been recognized
externally over the years, including PVH being named in 2022
to the Forbes America’s Best Employers for Diversity and
World’s Top Female Friendly Companies lists, and as one of
America’s 100 Most JUST Companies by Forbes and JUST
Capital.
Governance
• We promote our values of individuality, partnership, passion,
integrity and accountability
• We are committed to the development of our associates and
recognize that they are our greatest asset and key to our
continued success
• We continuously review governance practices and consider
adopting additional best practice principles
• We embrace clear, understandable and detailed nancial
reporting and corporate disclosure
• Our Code of Business Conduct and Ethics, our Code of Ethics
for Chief Executive Ofcer and Senior Financial Ofcers, and the
charters for all of our Board committees are available on our
website
• Our By-Laws include proxy access provisions that are in line
with market standards
Corporate Responsibility
• We are committed to driving fashion forward for good,
and provide substantial information about our corporate
responsibility practices and policies on our website and in our
annual Corporate Responsibility Report
• We rst adopted our A Shared Commitment code of conduct
for suppliers and business partners in 1991, and have since
expanded its scope and evolved its goals to improve the lives
of the over one million people across our value chain and to
improve the communities and preserve the environment in the
places we live and work
12 / PVH CORP. 2023 PROXY STATEMENT
Proposal 1:
Election of Directors
The PVH Board of Directors currently consists of 12 directors.
Joseph B.Fuller is retiring after a long tenure on the Board
in connection with our ongoing Board refreshment program,
andV.James Marino, another long-standing director, was not
nominated for re-election as he has reached the mandatory
retirement age. We are decreasing to ten the number of directors
constituting the full Board effective upon the completion of the
election 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 qualied. 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 named below.
Proxies received in
response to this solicitation
will be voted FOR the
election of all ten nominees
unless the stockholder
species otherwise.
The election of directors in an uncontested election requires the afrmative 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 certied. The Committee and the Board may consider any
factors and information they consider 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.
PROPOSAL 1: ELECTION OF DIRECTORS / PVH CORP. 2023 PROXY STATEMENT / 13
Nominees for Election
Ajay Bhalla
President, Cyber & Intelligence, Mastercard Incorporated
Independent
Age: 57
Director Since 2022
Committee
• Audit& Risk Management
Experience
• President, Cyber& Intelligence, at Mastercard (a global technology company in the payments
industry) since 2018 and a member of Mastercard’s Executive Leadership Team and its
Management Committee
• 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 is involved in supporting Mastercard’s
environmental, social and governance commitments.
• None
Michael M. Calbert
Chairman of the Board, Dollar General Corporation
Independent
Age: 60
Director Since 2022
Chair since June 2022
Committees
• Compensation
• Nominating, Governance &
Management Development
Experience
• Chairman of the Board, Dollar General Corporation (a discount retailer) since 2016
• Member of the private equity rm KKR& Co. L.P., where he led the retail industry team from 2000
until his retirement in 2014
• Chief Financial Ofcer of Randall’s Food Markets from 1997 to 1999
• Certied public accountant with Arthur Anderson 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)
14 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL 1: ELECTION OF DIRECTORS
Brent Callinicos
Former Chief Operating and Chief Financial Officer, Virgin Hyperloop
One; Former Chief Financial Officer, Uber Technologies, Inc.
Independent
Age: 57
Director Since 2014
Committees
• Audit& Risk Management
• Corporate Responsibility
Experience
• Chief Operating and Chief Financial Ofcer 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 Ofcer at Uber from 2013 to 2015
• Vice President, Treasurer and Chief Accounting Ofcer 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 is a CPA with 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. (since 2015)
• Rubicon Technologies, Inc. (since 2015;
became a public company in 2022)
George Cheeks
President and CEO, CBS Entertainment Group
Independent
Age: 58
Director Since 2021
Committees
• Compensation (beginning
June 2023)
• Corporate Responsibility
Experience
• President and CEO of CBS Entertainment Group (a news, entertainment and sports media
company and studio) since March2020
• Chief Content Ofcer, News and Sports, Paramount+, since June2021
• Vice Chairman of NBCUniversal Content Studios from 2019 to 2020
• Co-Chairman of NBC Entertainment from 2018 to 2019
• Co-President of Universal Cable Productions and President of Late Night Programming at NBC
Entertainment from 2017 to 2018
• President of Business Operations and Late Night Programming at NBC Entertainment from 2014
to 2017
• Executive Vice President of Business Operations at NBCUniversal from 2012 to 2014
Expertise Other public company boards
Through his more than 25 years of experience in
the media and entertainment industry, Mr. Cheeks
has demonstrated a deep understanding of how
an iconic brand grows with its audience in the
context of changing distribution, culture, lifestyles
and preferences. He has served in several senior
executive positions with responsibility for creative,
business and operational matters.
• None
PROPOSAL 1: ELECTION OF DIRECTORS / PVH CORP. 2023 PROXY STATEMENT / 15
Stefan Larsson
Chief Executive Officer, PVH Corp.
Age: 48
Director Since 2021
Experience
• PVH Corp.’s Chief Executive Ofcer since February2021. Prior to his current role he served as
President of PVH from June 2019 through January 2021.
• President and Chief Executive Ofcer 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 protable growth and positioned the brand among the top preferred
brands among millennials in America.
• For nearly 15years, Stefan 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 PVH’s business
and management team, and drives the PVH+
Plan, his multi-year strategy for PVH’s next chapter
of growth.
• Ralph Lauren Corporation (2015to2017)
• The RealReal, Inc. (2019 to 2020)
G. Penny McIntyre
Former Chief Executive Officer, Sunrise Senior Living, LLC
Independent
Age: 61
Director Since 2015
Committee
• Corporate Responsibility
(Chair)
Experience
• Chief Executive Ofcer 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’ Ofce 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
16 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL 1: ELECTION OF DIRECTORS
Amy McPherson
Principal investor and consultant; Retired President and Former
Managing Director, Europe, Marriott International, Inc.
Independent
Age: 61
Director Since 2017
Committees
• Audit& RiskManagement
• Nominating,Governance&
ManagementDevelopment
(Chair)
Experience
• Principal investor and consultant to 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 eld 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)
Allison Peterson
Chief Customer Officer, Best Buy Co., Inc
Independent
Age: 48
Director Since 2021
Committees
• Compensation
• Nominating,Governance&
ManagementDevelopment
Experience
• Executive Vice President, Chief Customer Ofcer at Best Buy (a leading provider of technology
products, services and solutions) since May2020
1
• Chief Customer and Marketing Ofcer at Best Buy from 2019 to 2020
• President, E-Commerce at Best Buy from 2017 to 2018
• Vice President, Category Marketing at Best Buy from 2015 to 2017
• Previously worked in merchandising and demand planning at Target Corporation
Expertise Other public company boards
Ms. Peterson has extensive experience in
strategic planning, marketing strategy and
execution, digital marketing, e-commerce,
multi-channel retailing, nancial analysis, cross-
functional teaming, negotiating and building
vendor relations, assortment planning and buying.
She has played an instrumental role in building
out the digital presence of a major retailer to align
with new consumer behaviors. She also has a
proven track record of delivering strong consumer
engagement fueled by strategic marketing, cross-
channel experiences, and brand positioning.
• None
1 Ms. Peterson will be stepping down from her role effective May 31, 2023 and leaving Best Buy in September 2023.
PROPOSAL 1: ELECTION OF DIRECTORS / PVH CORP. 2023 PROXY STATEMENT / 17
Edward R. Rosenfeld
Chief Executive Officer, Steven Madden, Ltd.
Independent
Age: 47
Director Since 2014
Committee
• Audit& Risk Management
(Chair)
Experience
• Chief Executive Ofcer of Steven Madden (a fashion footwear and accessories company)
since2008
• Part of the executive management team of Steven Madden since 2005, serving in nance and
strategic planning roles
• Investment banker in a mergers and acquisitions practice focused on the retail and apparel
industries prior to joining Steven Madden
Expertise Other public company boards
Mr.Rosenfeld has over 25years of experience
focused on the retail, apparel and footwear
industries as both an executive and an
investment banker.
• Steven Madden, Ltd. (since 2008)
Amanda Sourry
Former President, Unilever North America
Independent
Age: 59
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 of Unilever, from 2018 to 2019
• President, Global Foods Category of Unilever plc from 2015 to 2017
• Executive Vice President, Global Haircare of 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 diversity, gender
balance and sustainability initiatives.
• The Kroger Co. (since 2021)
18 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL 1: ELECTION OF DIRECTORS
Directors Not Standing for Re-Election
We are extremely appreciative for the long and dedicated service to PVH of Messrs. Fuller and Marino, who are retiring as directors.
For over 30years, we have beneted from the tremendous contributions of Joseph B.Fuller. During that time, he has provided strong
leadership on the Board and effective counsel to ve Chief Executive Ofcers. Mr.Fuller played an instrumental role as we grew
from a North America menswear company to one of the largest global apparel companies in the world. As Chair of our Nominating,
Governance& Management Development Committee from 2003 through March 2023, Mr.Fuller ensured our governance was always
aligned with best practices.
James Marino has provided strong leadership on the Board during his 16years of service, including most recently as a vital member
of our Audit& Risk Management Committee. He also was for manyyears a member of our Nominating, Governance& Management
Development Committee. With valuable experience gained as a CEO of a consumer products company that he led through a successful
sale during his tenure on our Board. Mr.Marino has been an effective member of our Board and counsel to our Chief Executive Ofcers
in connection with market perspectives, consumer insights, mergers and acquisition activity, and other matters.
Joseph B. Fuller
Professor of Management Practice in Business Administration,
Harvard Business School
Independent
Age: 66
Director Since 1991
Committee
• Nominating, Governance&
Management Development
Experience
• Professor at Harvard Business School since 2012, where he teaches general management
classes and co-leads an initiative called “Managing the Future of Work”
• Visiting Fellow at the American Enterprise Institute
• Founded Joseph Fuller LLC (a business consulting rm) in 2013
• Founder, Director and Vice-Chairman of Monitor Company LP (an international management
consulting rm) from 1983 to 2013
Other public company boards
• None 




V. James Marino
Retired Chief Executive Officer, Alberto-Culver Company
Independent
Age: 72
Director Since 2007
Committee
• Audit& Risk Management
Experience
• President and Chief Executive Ofcer of Alberto-Culver Company (a global consumer products
company) for veyears until his retirement in 2011
• President of Alberto-Culver Consumer Products Worldwide from 2004 to 2006
• President of Alberto Personal Care Worldwide, a division of Alberto-Culver Company, from
2002to 2004
Other public company boards
• Alberto-Culver Company (2006 to 2011)
• OfceMax Incorporated (from 2011 to 2013,
when OfceMax merged into Ofce Depot)
• Ofce Depot, Inc. (2013 to 2020)

PVH CORP. 2023 PROXY STATEMENT / 19
Corporate Governance
Independence
The Board of Directors has evaluated the independence of each of the directors and nominees for director in relation to the rules
of the NewYork Stock Exchange (“NYSE”). The independence inquiry included the additional criteria for service on the Audit& Risk
Management Committee and the Compensation Committee for the directors who are members of those committees. The Board
determined that Mr.Larsson, our CEO, is not independent, and that each of our other current directors is independent.
In making these independence determinations, the Board of Directors considers whether a director has or had a relationship with PVH
that would disqualify the individual from being considered independent under applicable regulations, that would require disclosure
under applicable regulations, or that might otherwise be deemed material to the director, the director’s family or PVH, including whether
there are any employment or consulting arrangements between any such individual and third parties that provide services to us. None
of the directors, other than Mr.Larsson, has a material relationship with PVH, either directly or as a partner, stockholder or ofcer of an
organization that has a relationship with PVH, nor does any other director have a direct or indirect material interest in any transaction
involving PVH.
No family relationship exists between any director or executive ofcer of PVH and any other director or executive ofcer.
Leadership Structure of the Board
The Board believes that no single leadership model is necessarily best for PVH.Historically the Board had a combined Chair and
CEO with an independent presiding director. With the retirement of our former CEO as Chair at the end of calendar 2021, we made
the decision to have an independent, non-executive Chair. The Board believes that having an independent director serve as Chair
is the most effective leadership structure for the Board right now as it allows Mr.Larsson to focus on his responsibilities as Chief
Executive Ofcer, including the execution of the PVH+ Plan. Mr.Calbert’s background as a public company director with extensive Chair
experience, along with his deep expertise in the retail and consumer sectors, makes him qualied for the Chair role.
The duties of the Chair include:
• Leading all meetings of the Board, including executive sessions
ofthe independent directors;
• Serving as the liaison between the non-management directors
andthe Chief Executive Officer;
• Guiding the annual review of the Chief Executive Officer’s
performance and compensation;
• Serving as a sounding board for, and providing advice and
guidance to, the Chief Executive Officer;
• Discussing with management or approving non-routine
informationsent to the Board;
• Ensuring implementation of Board requests on standing and
timely agenda items;
• Reviewing and approving meeting agendas;
• Ensuring there is sufficient time for discussion of all agenda
items;
• Driving the Board refreshment program;
• Calling meetings of the independent directors, if appropriate;
and
• Participating in, or consulting on, communications with
stockholders, when appropriate.
We do not anticipate a situation in the foreseeable future where we would recombine the roles of Chair and CEO.Our Corporate
Governance Guidelines provide that, if the Chief Executive Ofcer (or another associate) serves as Chair, or the Chair otherwise is not
independent, the Nominating, Governance& Management Committee must nominate, and the independent directors must elect, an
independent director to serve as presiding director. Any independent director serving as presiding director will have duties similar to
those described for the Chair.
In addition to having an independent Chair (or presiding director, when applicable), the Board has adopted a number of governance
practices to ensure effective independent oversight. Among these practices, which are set forth in our Corporate Governance
Guidelines, are a requirement that the members of all key Board committees meet the independence requirements prescribed by the
NYSE, and a policy that the Board will hold executive sessions of the independent directors at the end of every Board meeting, as well
as at other times the independent directors choose.
20 / PVH CORP. 2023 PROXY STATEMENT / CORPORATE GOVERNANCE
Risk Oversight
The Board of Directors oversees the management of risks related to the operation of our business. As part of its oversight, the Board
receives periodic reports (no less often than annually) from members of senior management on various aspects of risk, including
our enterprise risk management program, business continuity planning, and cybersecurity. Each Board committee oversees the
management of risks that fall within its areas of responsibility, as summarized below. In performing this function, each committee
has full access to management, as well as the authority to engage advisors. Committee chairs report on their committees’ activities,
including agenda items relating to risk, at each Board meeting following a committee meeting, and can raise risk issues with the full
Board at that time. The Board and each of its committees also meets with, receives reports from, and works with management to
navigate our company and businesses through the impacts of macroeconomic events, such as the COVID-19 pandemic, as we seek to
mitigate the effects through business, operational, nancial and human capital management initiatives.
The Audit & Risk Management
Committee
has principal Board-level responsibility
for reviewing and assessing the
company’s signicant risks (such
as business, nancial and nancial
reporting, cybersecurity, technology, and
data privacy risks) and management’s
program to assess, monitor and
manage such exposures. As part of
this role, the Audit & Risk Management
Committee:
• monitors the operation of our enterprise risk management program;
• receives an annual enterprise risk management report, in which management identifies our most
significant operating risks and the mitigating factors that temper those risks, based on the results of an
annual, in-depth exercise in which a broad spectrum of associates and executives from key areas and all
regions work with an outside expert to identify relevant areas of risks and mitigating factors;
• receives quarterly reports on the status of our network security framework, the status of information
security initiatives and any new security incidents, and strategies implemented to address those risks;
• receives reports at all meetings (other than the quarterly calls to review earnings releases and periodic
reports) on our cybersecurity and data privacy efforts, including an annual in-depth review of strategy
and initiatives for the coming year, presented by our Senior Vice President, Information Security or Chief
Information Officer;
• receives reports at most meetings on risks and developments relating to our IT systems upgrades;
• receives updates whenever there are changes in applicable accounting and financial reporting rules,
as well as detailed presentations on significant accounting and financial reporting decisions made in
connection with a press release or periodic report;
• receives annual reports from the Compliance and Privacy teams (which report to our General Counsel) on
regulatory updates globally, training and whistleblower reporting;
• monitors the handling of claims of allegations of fraud and auditing and accounting irregularities, as well
as legal claims with potentially material impact, when they arise;
• receives presentations on insurance and other areas of risk and risk management; and
• meets privately on a regular basis with representatives of our independent auditors to discuss our auditing
and accounting processes and management.
The Compensation Committee
considers as part of its oversight of
our executive compensation program
whether the incentive awards it
administers are properly aligned with
stockholder value creation, corporate
objectives, and our Code of Business
Conduct and Ethics. As part of this
role, the Compensation Committee:
•
receives an annual risk assessment from its compensation consultant that analyzes the risks represented
by each component of the program, as well as mitigating factors; and
• develops policies, such as our Clawback Policy, to mitigate potential risks.
The Compensation Committee also annually performs an extensive analysis of incentive compensation
arrangements throughout the company to ensure they do not create excessive or unwanted risk.
For more information, see “Risk Considerations in Compensation Programs,” which begins on page 59.
The Nominating, Governance
& Management Development
Committee oversees risks related
to governance issues. As part of this
role, the Nominating, Governance &
Management Development Committee:
•
administers an active succession planning process for the Chief Executive Ofcer, including to reduce risks
in the event our Chief Executive Ofcer needs to be replaced on an emergency basis;
•
considers the implications when directors change their principal employment or seek new directorships to
ensure there are no conicts of interest or loss of skill set;
•
conducts a rigorous annual evaluation program to determine if the individual directors, Board and Board
committees are performing effectively and in the best interests of PVH and our stockholders; and
•
monitors developments in governance practices in the areas of stockholder rights and board structure and
governance, and annually considers appropriate changes to policies and charter documents.
The Corporate Responsibility
Committee is responsible for advising
the Board and management with
respect to potential risks to PVH’s
reputation and our role as a socially
responsible organization. As part of
this role, the Corporate Responsibility
Committee:
•
monitors human rights, work conditions and environmental programs administered by our global Corporate
Responsibility team, mainly with respect to the operations of suppliers and factories in our supply chain;
•
monitors our response to climate and environmental risk, including cross-sector collaboration on global
solutions and relevant policies, and evolving business practices, such as reducing waste, prioritizing
climate-friendly raw materials, and investing in renewable energy; and
•
monitors and advises on signicant corporate responsibility-related events and activities impacting the
industry, such as, most recently, our response to the COVID-19 pandemic, including donations towards
global relief efforts, and our work to help create and endorse the International Labour Organization’s Call
to Action to protect garment workers and establish long-term systems of social protection.
CORPORATE GOVERNANCE / PVH CORP. 2023 PROXY STATEMENT / 21
Cybersecurity and Data Privacy
are priority matters for the Board of
Directors. Our principal objectives are
to protect our information technology
equipment, networks, systems, and
data (associate, consumer, customer,
and business partner) globally.
In support of these objectives, our Information Security Group (“ISG”), a global function that spans our
organization, has designed a strategy using the National Institute of Standards& Technology (“NIST”)
Cybersecurity Framework to mitigate cybersecurity risks that could result in the unauthorized access to
and disruption of systems, as well as unauthorized access to and acquisition and manipulation of data.
In addition, ISG regularly meets with its business partners on cyber risk education and mitigation through
communication of our projects and standards. Our Senior Vice President, Information Security, who reports
to our Chief Information Ofcer, is responsible for implementing the NIST Cybersecurity Framework.
ISG has implemented and continues to improve on its cybersecurity standards, security tools, associate
training programs, and security breach procedures to build a best-in-class program.
To measure the effectiveness of this program, we perform:
•
monthly phishing exercises and education;
•
annual table top breach exercises; and
•
regular penetration tests.
In addition, on an annual basis, we have independent providers conduct:
•
a PCI-DSS (Payment Card Industry – Data Security Standards) assessment for compliance; and
•
a benchmark maturity assessment against NIST Cybersecurity Framework.
Further, our Internal Audit Department evaluates our information security program and ISG function via
various information security and cybersecurity audits that are performed throughout the year, as well as
through internal controls testing under Section 404 of the Sarbanes-Oxley Act.
Board, Committee and Director Evaluations
The Board believes it is important to address its role, the presentation topics at its meetings, and its capabilities and effectiveness on
a regular basis. Board, director and committee evaluations—and discussions about the results of those evaluations—are integral to
this process. The Nominating, Governance& Management Development Committee oversees the annual Board evaluation process.
1. Questionnaires designed and distributed
The Nominating, Governance & Management Development Committee uses comprehensive questionnaires covering the Board
and each committee. The Board questionnaire includes rated and open-ended questions about the individual performance of
each director (in regard to commitment, participation, preparedness and contributions) and the willingness of directors to act
independently and to constructively challenge management on strategy, decisions and performance. The Board and committee
questionnaires also contain questions relevant to management on topics such as support of and responsiveness to the Board,
availability of management outside of meetings, the content of presentations, the appropriateness of agenda items, and the
sufciency and timeliness of information provided to the Board in advance of or between meetings. Directors also complete
individual self-assessments. The form and content of all our questionnaires are reviewed annually and revised as necessary.
2. Responses collected
All directors are required to complete these questionnaires and the self-assessment. The questionnaires for each committee
are also completed by executives and outside advisors who regularly attend the relevant committee’s meetings. In addition,
members of management provide separate feedback on the performance of the Board and individual directors.
3. Results reviewed
The results of the Board questionnaires and individual self-assessments, along with management’s feedback, are initially
reviewed by the Nominating, Governance & Management Development Committee to determine the key issues to be presented
to the full Board, the manner of that presentation, and any issues to be addressed with individual directors. The aggregated
results for the Board, along with comments (without attribution), are provided to every director, and the input regarding individual
committees is provided to the committee members. The independent directors hold a meeting annually to discuss the results
of and comments received on the Board questionnaires and to develop and implement plans for improvement. Similarly, the
members of each committee consider their survey results and comments at a regular meeting.
4. Feedback delivered
The Chair (or if the Chair is not an independent director, the presiding director) or the Chair of the Nominating, Governance &
Management Development Committee will speak to individual directors about personal performance issues raised and provide
suggestions for improving performance or addressing particular needs. The Chair (or presiding director) also meets individually
with each of the other independent directors on an annual basis to discuss their performance based on Chair’s (or presiding
director’s) own observations, management feedback, and discussion at meetings of the Nominating, Governance & Management
Development Committee. In addition, relevant ndings are communicated to management in order to seek solutions to improve
the effectiveness of the Board and Board meetings.
The Nominating, Governance & Management Development Committee will consider retaining an outside consultant to assist with an
assessment of the Board and the directors after it completes the current phase of the refreshment program.
22 / PVH CORP. 2023 PROXY STATEMENT / CORPORATE GOVERNANCE
Board Refreshment
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. Our refreshment process is designed 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 three nominees have a tenure of more than sevenyears and none more than tenyears,
demonstrates the success of this process.
4
7
10
55
58
61
40
50
60
8.8
60.8
42% 42%
60%
58.9
55.6
2013 2018 2023 2013 2018 2023 2013 2018 2023
9.1
4.6
Average Tenure of
Proxy Nominees
Ye arsYearsPercent
Average Age of
Proxy Nominees
Gender/Racial Diversity
of Proxy Nominees
Board Refreshment
Over the Past Ten
Years (2013 – 2023)
+10
Directors Added
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 benet of PVH;
• determine whether any additional skill sets or other attributes are
necessary to ll 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.
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 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 specic 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 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. 2023 PROXY STATEMENT / 23
Director Nominee Skills
The Nominating, Governance & Management Development Committee believes our Board of Directors is most effective when its
members represent a mix of the attributes, skills and experience shown below, as well as elements of individual diversity.
AjayBhalla
MichaelM.Calbert
BrentCallinicos
GeorgeCheeks
StefanLarsson
G.PennyMcIntyre
AmyMcPherson
AllisonPeterson
EdwardR.Rosenfeld
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
Newfor2023
Risk Management
Sales/Marketing/Public Relations
Strategic Planning/Development
Human Capital Management
Diversity/Equity/Inclusion
Climate
C-suite experience managing a business with an ecommerce component vs. direct experience managing an e-commerce business
C-suite experience managing a business with international operations vs. actually operating within an internationally-based business
Experience obtained as a result of directly overseeing the human capital management function
Experience obtained as a result of directly overseeing the technology/cyber risk/information security function
Identifying potential new directors
In evaluating potential new directors, the Nominating, Governance & Management Development Committee will consider the needs
identied by our formal review process and the resulting skills matrix, and also may consider factors such as each candidate’s
professional experience; business, charitable or educational background; performance in current position; reputation; age; and service
on other boards of directors. Potential candidates have been identied at various times by members of the Board, by third-party search
and recruiting rms retained for that purpose (as was the case with our newest independent directors), and by senior executives.
The Nominating, Governance & Management Development Committee will consider a nominee recommended by a stockholder if
the recommendation is made in writing and includes (i) the qualications of the proposed nominee to serve on the Board, (ii) the
principal occupations and employment of the proposed nominee during the past ve years, (iii) each directorship currently held by the
proposed nominee, and (iv) a statement that the proposed nominee has consented to the nomination. The recommendation should
be addressed to our Secretary. The expectation is that candidates recommended by stockholders will be evaluated in substantially the
same way we evaluate candidates identied by the Committee.
24 / PVH CORP. 2023 PROXY STATEMENT / CORPORATE GOVERNANCE
Diversity
The Nominating, Governance &
Management Development Committee
considers the diversity 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 rms to include female
and diverse candidates in all pools of
prospective directors that they present,
but does not have a specic diversity
policy. In practice, the Committee reviews
whether a candidate would contribute
to the diversity of skills, abilities, and
experience represented in our skills
matrix, as well as the candidate’s race,
ethnicity, gender identity and sexual
orientation. We are proud of the diversity
of backgrounds that characterizes our
current Board of Directors, including that
over half of our nominees for director are
women or members of underrepresented
minorities, and we believe the Board’s
diversity provides signicant benets to
PVH.
Board Diversity Matrix
Number of Director Nominees: 10
Female Male Non-Binary
Part I: Gender Identity
Directors 4 6 0
Part II: Demographic Background
African American or Black 0 0 0
Alaskan Native or Native American 0 0 0
Asian 0 1 0
Hispanic or Latinx 0 0 0
Native Hawaiian or Pacific Islander 0 0 0
White 4 4 0
Two or More Races or Ethnicities 0 1 0
LGBTQIA+ 0 1 0
Did Not Disclose Demographic Background 0 0 0
Proxy Access
We have a proxy access provision in our By-Laws. This provision allows qualied stockholders to nominate director candidates for
election to our Board, and for those director candidates to be included in our proxy materials. Under the proxy access provision, a
group of up to 20 stockholders that collectively has owned at least 3% of our common stock for at least three years may nominate
director candidates constituting up to the lesser of two directors and 20% of our Board, subject to certain informational and procedural
requirements.
The Nominating, Governance & Management Development Committee evaluated a number of different factors and potential
formulations in adopting our proxy access provision before recommending it to the Board for approval. We believe the provision gives
stockholders a meaningful opportunity to participate in the director nomination process, while also imposing reasonable thresholds to
avoid unnecessary administrative costs and to ensure the nominating stockholders have an appropriate and genuine interest in PVH
and its governance.
Mandatory Retirement
Directors cannot be nominated for re-election if they will be 72 years old on the date of the applicable annual meeting. The Board
believes that imposing a mandatory retirement age is an effective way to ensure director refreshment.
Stockholder Engagement
We regularly engage with stockholders to understand their concerns and their perspectives on
our company and our business. We meet with and speak to stockholders during appearances
by management at scheduled events, as well as in one-on-one meetings and through
conference calls held throughout the year. Our CEO, CFO, and heads of investor relations held
discussions during 2022 with over 80% of our top 15 stockholders who are active managers
(i.e., excluding index funds and others who do not meet with management) and who hold over
40% of PVH’s outstanding shares. Additionally, meetings have been held with stewardship
teams of passive and active investors. Others who have met with investors include our
Chair, the Chair of our Corporate Responsibility Committee, our General Counsel and our
Chief Sustainability Ofcer in connection with ESG (environmental, social and governance)
discussions with ESG funds, ESG teams of large institutional investors, and others.
We held discussions
during 2022 with over
80%
of our top 15
stockholders who are
active managers
CORPORATE GOVERNANCE / PVH CORP. 2023 PROXY STATEMENT / 25
• Our long-term growth targets
• Our senior leadership team
• Growth opportunities for each of our branded businesses,
including regional and category opportunities
• Our plans and perspectives on, as well as expected impact on
us of, macroenvironmental issues and the ongoing pandemic
• The competitive landscape and how we are positioned to gain
market share globally
• Our initiatives to grow digital commerce
• Our consumer engagement initiatives, both globally and regionally
• Our development of a demand and data-driven operating model
which includes infrastructure investments, such as supply
chain optimization and speed to market initiatives
• How we are driving operating efciencies across each of our
businesses to improve our cost competitiveness
• Free cash ow, particularly how it is used for capital allocation,
such as stock repurchases and dividend policy
• Our corporate responsibility program
We also engage with stockholders on our compensation practices, most notably on CEO compensation, and periodically seek input
regarding our compensation program and the compensation paid to our senior executives. The Compensation Committee has
discussed and considered communications received from stockholders relating to our compensation program, and, in the past, the
Committee Chair has responded to inquiries. In addition, the members of the Compensation Committee typically attend our Annual
Meeting and are available to answer questions regarding our compensation program.
Feedback from our stockholders typically is positive, and we generally have not received any requests to undertake changes to our
compensation practices, adopt corporate governance measures, undertake additional (or enhance existing) corporate responsibility
initiatives, or expand our engagement practices.
Director On-Boarding
We believe a wide-ranging orientation is important in positioning new directors for success, so we conduct a comprehensive
on-boarding process. Our Board orientation includes pairing each new director with a seasoned member of the Board who serves
as a peer mentor for the rst three to sixmonths. In addition, new directors participate in a corporate, business and nancial
orientation program that involves substantive individual meetings with the members of our Executive Leadership Team and others.
For example, the Chief Executive Ofcer will brief new directors on current business; the Chief Financial Ofcer will speak about our
nancial performance and capital structure; the Chief Strategy Ofcer will discuss strategy; the General Counsel will discuss corporate
governance, periodic reporting and stock-related matters; the Chief People Ofcer will report on human resources strategies, key talent
and succession planning; and the leader of our Investor Relations team will discuss the stockholder base and investor relations. In
addition, senior executives of our brand businesses provide an overview of their respective businesses. The orientation extends to the
Board committees on which a new director will sit and includes an introductory session with the Chair or other committee members
and potentially executives and outside advisors who work with the committee. Securities and Exchange Commission (“SEC”) lings and
other information are provided as a background resource. We endeavor to have all new directors visit our European headquarters in
Amsterdam within their rst year of service.
Ongoing Director Education
We have created a website for directors that is part of our PVH University learning management platform. The site provides directors
with access to information on director educational conferences and programs, our PVH Complies compliance training courses, and
the extensive library of courses we offer to our associates. To help directors use the site more efciently, programs, conferences and
classes recommended by other directors and our Talent Development Team are agged.
We encourage directors to pursue educational opportunities to enable them to better perform their duties and to learn about emerging
issues. Moreover, our Corporate Governance Guidelines strongly encourage directors to attend at least one external director education
program per year. We provide access to educational materials and resources, including subscriptions to outside publications relevant
to governance and our industry, and membership in governance organizations. We do not limit the amount of time or money that can
be spent on director education, although we do evaluate the courses and conferences to conrm the subject matter is appropriate for
the director and their role. We recommend courses that directors have found worthwhile, and directors can identify other programs they
think will support them in their roles. Directors attended six external courses and conferences in 2022 on topics including executive
compensation, investor priorities and board committee functions.
Our discussions with stockholders in 2022 often were focused on our recently unveiled PVH+ Plan, which is focused on unlocking the
full potential of our global, iconic brands, Calvin Klein and TOMMY HILFIGER, by connecting them closer to where the consumer is going
than any time before through a digitally-, consumer- and brand-led approach.
Other common issues discussed included:
26 / PVH CORP. 2023 PROXY STATEMENT / CORPORATE GOVERNANCE
The Nominating, Governance& Management Development Committee may request that directors seek out particular education
programs or that the Board receive presentations based on results from the Board questionnaires and individual director
self-assessments.
We often incorporate travel to PVH facilities and facilities operated by business partners to educate directors on our global operations,
as well as matters related to the committees on which they serve. For example, the entire Board traveled in 2019 to Amsterdam, where
our European headquarters is based, and Dusseldorf, the headquarters for the largest business in Europe. The meetings there enabled
the Board to meet with key members of management in those ofces, to meet the country managers of each European ofce, and to
tour our ofces and certain key retail operations. Trips of this nature were impossible from 2020 through 2022, but we have scheduled
a trip to our European headquarters for 2023.
Management Succession Planning
The Nominating, Governance& Management Development Committee engages in detailed succession planning. Succession plans
for the Chief Executive Ofcer and the senior management team are reviewed regularly by the CEO and Chief People Ofcer with the
Committee. Status reports on talent and succession plans are presented to the full Board two times a year.
The succession planning process includes both identifying and developing plans for promising internal candidates and monitoring
external talent. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises.
CORPORATE GOVERNANCE / PVH CORP. 2023 PROXY STATEMENT / 27
Committees
The Board of Directors has four standing committees: Audit& Risk Management; Compensation; Nominating, Governance&
Management Development; and Corporate Responsibility. Each committee has a written charter adopted by the Board of Directors that
is available on our website at PVH.com/investor-relations/governance. The Board has determined that all members of the four standing
committees satisfy the independence requirements under NYSE listing standards and SEC rules.
Audit & Risk Management Committee
Edward R. Rosenfeld
(Chair)
Ajay Bhalla (beginning
September 2022)
Brent Callinicos
(beginning March2023)
V. James Marino
Amy McPherson
11 MEETINGS IN 2022
The Audit & Risk Management Committee is directly responsible for the appointment, compensation,
and oversight of the work of the outside auditing rm. In addition, the Audit & Risk Management
Committee helps the Board fulll its oversight functions relating to the quality and integrity of our
nancial reports by:
• monitoring our nancial reporting process and internal audit function;
• monitoring the outside auditing rm’s qualications, independence, and performance; and
• performing such other activities consistent with its charter and our By-Laws as the Committee or
the Board deems appropriate.
The Board has determined that all members of the Audit & Risk Management Committee meet the
heightened independence requirements for purposes of audit committee service under NYSE listing
standards and SEC rules, and each also qualies as an “audit committee nancial expert,” as
dened in SEC rules.
Compensation Committee
MEMBERS
Amanda Sourry (Chair)
Michael M. Calbert
(beginning May 2022)
George Cheeks
(beginning June 2023)
Allison Peterson
Henry Nasella (served until
June 2022, when he retired
from the Board)
7 MEETINGS IN 2022
The Compensation Committee discharges the Board’s responsibilities relating to the compensation
of our executive ofcers. The Compensation Committee also has overall responsibility for evaluating
and approving, or recommending to the Board for approval, all of our compensation plans, policies,
and programs, and is responsible for preparing the Compensation Committee Report that appears
in this Proxy Statement. The Compensation Committee is authorized to delegate limited authority to
enable appropriate corporate ofcers to make equity awards subject to parameters the Committee
establishes. For more information on the authority granted to our Chief People Ofcer to grant equity
awards, see “Compensation Committee Process,” which begins on page 44.
Our Chief Executive Ofcer; Chief People Ofcer; Senior Vice President, Global Total Rewards; and
General Counsel regularly attend and participate in Compensation Committee meetings, as do
representatives of ClearBridge Compensation Group, the Committee’s independent compensation
consultant since 2009. For more information on the independent compensation advisor, see
“Independent Compensation Consultant,” which begins on page 45.
The Board has determined that all members of the Compensation Committee meet the heightened
independence requirements for purposes of compensation committee service under SEC rules.
There were no interlocks or relationships involving any member of the Compensation Committee
during 2022 that are required to be disclosed under the SEC’s rules or proxy regulations.
28 / PVH CORP. 2023 PROXY STATEMENT / CORPORATE GOVERNANCE
Nominating, Governance & Management
Development Committee
MEMBERS
Amy McPherson (Chair)
Michael M. Calbert
(beginning May 2022)
Joseph B. Fuller
Allison Peterson
(beginning March 2023)
Amanda Sourry
Henry Nasella (served until
June 2022, when he retired
from the Board)
5 MEETINGS IN 2022
The Nominating, Governance & Management Development Committee is charged with:
• identifying individuals qualied to become Board members;
• recommending director nominees to the Board;
• recommending members for each Board committee;
• overseeing Board, committee and director evaluations;
• reviewing the Corporate Governance Guidelines and recommending changes to the full Board;
• conducting Chief Executive Ofcer succession planning, and receiving detailed succession
planning presentations for senior management;
• monitoring senior management development; and
• monitoring issues of corporate culture and conduct.
Corporate Responsibility Committee
MEMBERS
G. Penny McIntyre (Chair)
Brent Callinicos
George Cheeks
4 MEETINGS IN 2022
The Corporate Responsibility Committee is charged with acting in an advisory capacity to the
Board and management with respect to policies and strategies that affect PVH’s role as a socially
responsible organization, generally consisting of oversight and guidance with respect to Forward
Fashion. Forward Fashion is our corporate responsibility program intended to transform how clothes
are made and (re)used and move our business and the fashion industry toward a more innovative
and responsible future. The Committee also receives reports on ourI&D program, PVH University,
The PVH Foundation (our charitable and philanthropic organization), our business resource
groups (afnity groups for working parents; Black, Latinx, and Asian American and Pacic Islander
associates; women; members of the LGBTQIA+community; and other communities within PVH), and
other ways we advance our core values.
CORPORATE GOVERNANCE / PVH CORP. 2023 PROXY STATEMENT / 29
Meetings
Our Corporate Governance Guidelines require all members of the Board of Directors
to use reasonable efforts to attend, in person or by telephone or video conference, all
meetings of the Board and of any committees on which they serve, as well as the annual
meeting of stockholders. All but one of our directors who were nominees for election
at the 2022 Annual Meeting of Stockholders attended the meeting, and we expect all
nominees for director to attend the 2023 meeting. There were six meetings of the Board
of Directors during 2022.
94.3
%
attendance
at Board meetings and
98.9% at Committee meetings
Board meetings typically cover four categories of business, as described below.
• Corporate governance matters. These discussions include
approval of minutes and dividends, committee reports, and
the review of committee charters, Board policies, and SEC
lings.
• Standing agenda items. These discussions address matters
such as business and nancial updates, budget review and
approval, corporate strategy and strategic opportunities/
alternatives, capital structure, stockholder activism,
and updates on enterprise risk management, corporate
responsibility and other programs.
• Topical issues. The Board receives presentations on and,
as appropriate, considers matters such as competitive and
industry developments, advertising and marketing campaigns,
regulatory updates, capital programs, and initiatives like
speed-to-market, sourcing, health and safety of employees
and those in our supply chain, leadership transitions and
organizational restructurings.
• Transaction-related discussions and approvals. The Board
discusses issues such as nancings, acquisitions and joint
ventures when they arise.
To ensure that the Board is fully informed about issues under discussion, meetings often include presentations by our corporate ofcers,
senior executives or internal subject matter experts, and outside advisors and consultants. One meeting each year typically is convened
to give directors an opportunity to consider and discuss at length matters such as strategy, opportunities, business strengths and
weaknesses, and competitive threats. This meeting also provides the directors with exposure to and the opportunity to interact with a
large contingent of executives from the global management team. These interactions help the Board assess the talent pool globally.
Executive Sessions
Each Board meeting begins in an executive session of all the directors. This session includes an overview of the agenda by the Chief
Executive Ofcer and a preview of some of the key issues confronting management. Inaddition, the executive session gives directors
an opportunity to prepare possible lines of questioning for management and outside advisors and enables the Board to discuss issues
that they do not want to raise with the rest of management present. On occasion, additional members of management are invited to
participate with respect to discrete items.
Our independent directors also meet at the end of each regular meeting (and other times) in executive session to discuss Board
presentations, management performance, and the performance of our Chief Executive Ofcer. Our Chair (or if the Chair is not an
independent director, the presiding director) leads these sessions.
CEO Evaluation
The Chair (or if the Chair is not an independent director, the presiding director) meets with our Chief Executive Ofcer at least annually
to discuss the Board’s feedback on the CEO’s performance and suggest areas for improvement. The feedback is elicited through a
written performance evaluation completed by each director that solicits both quantitative and qualitative responses regarding ve key
areas of performance: Leadership and People; Strategic Planning; Financial Results; External Relations; and Board Relations.
30 / PVH CORP. 2023 PROXY STATEMENT / CORPORATE GOVERNANCE
Transactions With Related Persons
SEC rules require us to disclose certain transactions with “related persons.” These are transactions, with some exceptions,
involving amounts in excess of $120,000 between PVH on one side and one of the following categories of people on the other side:
• a current director or executive ofcer;
• a person who, during our most recently completed scal year,
served as a director or executive ofcer;
• a nominee for director;
• a holder of more than 5% of our common stock; or
• an immediate family member of someone who falls into one of
the foregoing categories.
No transactions met these criteria in 2022.
The Audit& Risk Management Committee is required to review and approve any transaction between PVH and any director or
executive ofcer that will, or is reasonably likely to, require disclosure under SEC rules. In determining whether to approve any such
transaction, the Committee will consider the following factors, among others, to the extent relevant to the transaction:
• whether the terms of the transaction are fair to PVH and on
the same basis as would apply if the transaction did not
involve a related person;
• whether there are business reasons for PVH to enter into the
transaction;
• whether the transaction would impair the independence of an
outside director; and
• whether the transaction would present an improper conict
of interest for a director or executive ofcer, taking into
consideration such factors as the Committee deems relevant,
such as the size of the transaction, the overall nancial
position of the individual, the direct or indirect nature of the
individual’s interest in the transaction, and the ongoing nature
of any proposed relationship.
Additionally, under our Code of Business Conduct and Ethics and our Conict of Interest Policy, our directors and associates,
including executive ofcers, have a duty to report all potential conicts of interest, including transactions with related persons. We
have established procedures for reviewing and approving disclosures under the Conict of Interest Policy, and all disclosures are
discussed annually with the Audit& Risk Management Committee.
Governing Documents
Corporate Governance Guidelines. Our Corporate Governance Guidelines address matters such as director qualications and
responsibilities, Board committees and their charters, the responsibilities of the independent Chair or presiding director (as applicable),
director independence, director access to management, director compensation, director orientation and education, evaluation of
management, management development and succession planning, and annual performance evaluations for the Board. The Nominating,
Governance & Management Development Committee reviews the Corporate Governance Guidelines annually and determines whether
to recommend changes to the Board.
Code of Ethics for Chief Executive Ofcer and Senior Financial Ofcers. Our Code of Ethics is designed to ensure full, fair,
accurate, timely and understandable disclosure in the periodic reports we le with the SEC.We intend to disclose on our website
any amendments to, or waivers of, the Code of Ethics that would otherwise be reportable on a Current Report on Form8-K.Any
suchdisclosure will be posted within fourbusiness days following the date of the amendment or waiver.
Code of Business Conduct and Ethics. The Code of Conduct and Ethics, which applies to all PVH directors, ofcers and associates,
addresses matters such as conicts of interest, insider trading, condentiality of PVH’s proprietary information, and discrimination and
harassment.
All of these documents, as well as the charters for our four standing committees, are posted on our website at PVH.com/
investor-relations/governance.
How to Contact the Board
Stockholders and other interested parties may send communications to the Board of Directors (or one or more individual directors,
such as the non-management directors or the Chair). Any such communication should be addressed to the Board (or individual
director) in care of the Secretary of PVH Corp., 285 Madison Avenue, NewYork, NewYork 10017.
CORPORATE GOVERNANCE / PVH CORP. 2023 PROXY STATEMENT / 31
Values, Governance, Human Capital Resources and
Corporate Responsibility
Throughout our 140-year history, we have been passionate about doing the right thing.
Our values—individuality, partnership, passion, integrity and accountability—dene who
weare as a company and we encourage our associates to embody them everyday.
As a purpose-led company, we strive to deliver success for all of our stakeholders—from our
stockholders to our business partners and the communities and consumers that we serve
everyday.
Upholding Our Values
Our commitment to our stockholders goes beyond taking
responsible actions to increase stockholder value. We are proud
that our efforts in regards to business conduct, inclusivity,
human capital and sustainability have resulted in PVH earning
positive recognition in a variety of ways. In 2022, we ranked
No. 3 on the Business of Fashion Sustainability Index and
ranked #2 in our industry on JUST Capital’s Top Companies
for the Environment; we received 100% on the Human Rights
Coalition’s 2022 Corporate Equality Index for the sixth year in a
row for our corporate policies and practices related to LGBTQIA+
workplace equality; and were named to the Forbes America’s
Best Employers for Diversity and World’s Top Female Friendly
Companies lists, and as one of America’s 100 Most JUST
Companies by Forbes magazine and JUST Capital.
Integrity and accountability are pillars in our conduct of business.
We maintain a whistleblower reporting system operated by an
independent third party with online and telephone reporting
options. There are reporting options available to our associates,
workers at our suppliers’ factories, talent used in our marketing
shoots, and employees of our joint ventures. The associate
option, which supplements internal reporting options, is available
in 15 languages and allows for reporting on an anonymous basis
(except when prohibited by law). We have a strict non-retaliation
policy to protect associates who report suspected misconduct in
good faith, as well as those who cooperate in any investigation.
Governance
We are committed to excellence in corporate governance. To that
end, we regularly review our practices and consider adopting new,
and changing existing, governance practices as best practices
evolve.
We moved from a classied Board to annual elections well before
it was a common practice, and our Audit& Risk Management
Committee has had a decades-long commitment to independence
and meticulous oversight.
In 2021, we completed a CEO transition that was part of a
rigorous, multi-year succession planning process in which we
considered both internal and external candidates. This transition
also subsequently led us to reconsider separating the Board
Chair and CEO roles and prompted the Board to appoint an
independent, non-executive Chair at the end of 2021. A new
independent, non-executive Chair was appointed upon the
retirement of the prior Chair in June2022.
Other relatively recent governance improvements included
updating our ownership guidelines to cover a larger number
of our senior executives (including all of the active NEOs) and
increasing the ownership requirement in some cases; eliminating
(with overwhelming stockholder support) the supermajority
voting provisions in our Certicate of Incorporation and other
antitakeover defenses, and amending our Stock Incentive
Plan (again, with strong stockholder support) to add certain
restrictions, such as a cap on annual director awards, not paying
dividend equivalents on unvested time-vesting awards unless they
vest, not accruing dividend equivalents on performance-based
awards, and making awards subject to recoupment (“clawbacks”).
Human Capital Resources
We believe that attracting, developing and retaining diverse talent
is critical to our long-term success. To facilitate talent attraction
and retention, we strive to create a strong associate experience
and a diverse and inclusive workplace, with opportunities for
our associates to grow and develop in their careers, supported
by competitive compensation, benets and health and wellness
programs, and by programs that build connections between our
associates and their communities.
Inclusion and diversity
We seek to cultivate an environment of inclusion, belonging and
equity for all to build a better workplace, drive innovation in the
marketplace, and create positive impacts in our communities.
We believe we benet from the unique strengths that each of our
associates brings to work, and that a diverse workforce is critical to
our long-term success. We strive to improve continuously and make
PVH an inclusive work environment through diversity recruitment,
development programs, and equitable policies and initiatives.
Our Chief Diversity Ofcer leads the development and
implementation of an integrated global Inclusion& Diversity
strategy and works to enhance our ability to attract, develop, retain
and promote diverse talent. One example is our business resource
groups, which are associate-initiated and associate-led groups
that foster a welcoming and supportive diverse community and
32 / PVH CORP. 2023 PROXY STATEMENT / CORPORATE GOVERNANCE
are intended to contribute to the overall success of the business.
These groups, which are dedicated to bringing associates together
to increase professional and social networks, enhance career
development and business acumen, and contribute to building a
more inclusive work environment, are supported by our global and
regional Inclusion and Diversity Councils.
The diversity of the Board of Directors continues to be a focus
of the Board refreshment program. The seven independent
directors who have joined the Board since the beginning of 2015
include four women, a Southeast Asian male and a male who
self-identies as Black/Biracial and LGBTQIA+. These directors
bring with them strong operating and industry experience, and
contribute important and diverse perspectives that better mirror
the overall make-up of our associate and consumer populations.
Talent management and development
Our talent management and development processes support
associate performance and development, talent reviews and
succession planning. We regularly review succession plans and
conduct assessments to identify talent needs and growth paths
for our associates. Additionally, our approach to performance and
development is designed to motivate our associates to develop,
leverage our associates’ strengths, and support a coaching and
feedback culture, while supporting our talent and succession
planning efforts.
Developing our associates is a key strategic priority for us, with
the focus on developing leaders and preparing the workforce
for the future. PVH University, our global internal learning and
development program, provides tools and learning opportunities
that empower associates to build core competencies and develop
skills necessary for improvement and advancement through
engaging and impactful learning content. PVH University programs
include academies for leadership. The PVH University library and
curriculum include a digital academy to build enterprise digital and
data literacy, as well as to support digital transformation initiatives.
Corporate Responsibility
Forward Fashion, our global corporate responsibility strategy,
continues to be our roadmap for reaching our time-bound
commitments in the critical areas of climate change and human
rights.It represents a deepening of our commitment to action
and a renewed sense of urgency to use our scale to transform
ourselves and the industry. We are committed to the goals
outlined in our Forward Fashion strategy.
We focused our 2022 global progress on three strategic areas:
• Delivering sustainable products to our consumers
• Advancing climate action and human rights across our
value chain
• Increasing transparency to our consumers and other
stakeholders
Delivering sustainable products to our
consumers
One of our focus areas is to leverage enterprise-level scale
to accelerate timely adoption of sustainable materials to deliver
sustainable product offerings.
2022 Highlights
• PVH Europe launched partnerships with circular fashion
technology group Innited Fiber Company, and with thredUP,
an online consignment and thrift store. Through these
partnerships, we raised the percentage of sustainable style
offerings across Calvin Klein and TOMMY HILFIGER; upcycled
excess stock into a unique collection sold in Asia agship
stores; launched a clothing takeback and resell program for
customers; and updated our shopping bags to communicate
post-use recyclability.
• We trained over 800 associates and retail staff to design
and develop products with more sustainable materials
and production processes to advance the sustainability of
CalvinKlein and TOMMY HILFIGER products.
Advancing climate action and human
rights across our value chain
To drive fashion forward, we will ensure that our business
operations across our value chain continue to advance our
commitment to human rights and climate action.
2022 Highlights
• The PVH Foundation became a lead funder for the Fashion
Climate Fund, which unites fashion industry leaders to invest
in proven programs that promise to decarbonize the supply
chain.
• We announced the rst sustainable supply chain nance
program that rewards high-performing suppliers with better
nancing rates based on their sustainability performance.
• We signed the Dindigul Agreement –a groundbreaking joint
commitment between apparel brands, worker representative
organizations and suppliers to eradicate discrimination
basedon gender, caste, or migration status in the garment
factory setting, and to instead develop a culture of mutual
respect.
• We launched a ve-year, $5million partnership with USAID
in Bangladesh called Project Thrive which aims to reach
over100,000 women with professional and life skills
training.
• PVH Corp. updated the shopping bags used in our Calvin
Klein stores in North America, sourcing recycled materials
andcommunicating post-use recyclability.
• Our Calvin Klein North America business increased
the product offerings to add more sustainable styles,
from2%to16%.
CORPORATE GOVERNANCE / PVH CORP. 2023 PROXY STATEMENT / 33
Increasing transparency to our
consumers and stakeholders
Transparency is important to us and our stakeholders. We
have a responsibility to provide accurate information on the
sustainability of our products so our consumers can make
informed choices.
2022 Highlights
• For the rst time, in our 14th annual Corporate Responsibility
Report, we published a performance dashboard that provides
transparent reporting of progress toward our Forward Fashion
targets.
• PVH Europe achieved brand certication that provides one of
the highest levels of on-product transparency in the industry to
our customers and consumers.
Political and Lobbying Activities
PVH does not contribute to political candidates, parties or
causes. We do occasionally participate in lobbying activities,
principally through our membership in industry associations.
For example, in 2020 we were involved ongoing efforts not to
have apparel and footwear imported into the U.S.from China
subjected to additional tariffs. We believe the additional tariffs
would have had a negative impact on retail sales, caused price
increases and job losses, and been excessive given the already
elevated level of tariffs on these imports as compared to other
product categories. We also successfully sought to have the
collection of the resulting duties that we pay delayed to help us
and other companies navigate the COVID-19 crisis and apply the
money to payroll to avoid further furloughs. Additionally, we were
involved in lobbying efforts relating to the U.S.pandemic relief
legislation.
34 / PVH CORP. 2023 PROXY STATEMENT
Director Compensation
Annual Retainers
Non-employee directors are paid annually in a combination of cash and restricted stock units, as shown below.
Recipient Value and Form of Payment
Each Non-Employee Director $100,000, in cash
Each Non-Employee Director RSUs, settled in shares of our common
stock with a value of approximately
$180,000 on the grant date
Non-Executive Chair RSUs, settled in shares of our common
stock, with a value of approximately
$200,000 on the grant date
Chair of the Audit& Risk Management Committee $45,000, in cash
Other Members of the Audit& Risk Management Committee $20,000, in cash
Chair of the Compensation Committee $35,000, in cash
Other Members of the Compensation Committee $15,000, in cash
Chairs of the Nominating, Governance& Management Development Committee and
the Corporate Responsibility Committee
$25,000, in cash
Other Members of the Nominating, Governance& Management Development
Committee and the Corporate Responsibility Committee
$10,000, in cash
Non-employee directors are reimbursed for their meeting-related expenses in addition to receiving the compensation disclosed above.
Compensation for our non-employee directors is reviewed annually. In June 2022, upon the recommendation of the Nominating,
Governance& Management Development Committee, the Board approved increases to the annual cash retainer (from $95,000), the
annual equity grant (from $160,000 grant date value), and the annual cash retainer for the Chair of the Audit and Risk Management
Committee (from $40,000) to the amounts shown above.The Board also approved adding an annual equity grant for the non-executive
Chair of approximately $200,000.
Non-employee directors who join the Board after our annual meeting are paid a pro rata portion of the applicable fees for the year
but do not receive an award of RSUs. We would not pay fees or make equity grants to non-employee directors who are designated for
election by a stockholder having director nomination rights.
Our non-employee directors receive nominal benets and perquisites. They are entitled to the same discounts at our retail stores as
are available to all associates. In addition, we provide business accident travel insurance for directors and their spouses, which is
at no additional cost to us because we maintain coverage for our associates globally. Finally, non-employee directors are eligible to
participate at their own cost in our group umbrella insurance program, which may offer more favorable rates than they can obtain on
their own.
DIRECTOR COMPENSATION / PVH CORP. 2023 PROXY STATEMENT / 35
Stock Ownership Guidelines
Our non-employee directors are required to own shares of our common stock with an aggregate value equal to ve times the standard
annual cash retainer payable to directors. New directors have veyears from the date they are elected to attain this ownership level.
All of our non-employee directors, other than Messrs. Cheeks and Bhalla, and Ms. Peterson, are in compliance with this requirement as
of the date of this Proxy Statement. Mr.Cheeks and Ms. Peterson have until calendar 2026 to meet the guideline and Mr.Bhalla has
until calendar 2027. Directors must hold 50% of the shares received upon the vesting of their equity awards (after payment of taxes)
until they satisfy the guideline.
2022 Compensation
The following table sets forth the information concerning the compensation of all individuals who served as directors during any portion
of 2022, other than Mr.Larsson, whose compensation as an executive is set forth on the Summary Compensation Table on page 61.
Mr.Nasella, who retired from the Board in June2022, received a pro rata portion of his cash compensation but did not receive a stock
award because he retired prior to the 2022 grants.Mr.Calbert, who joined the Board in May2022, and Mr.Bhalla, who joined the Board
in August2022, received pro rata portions of their cash compensation.Mr.Bhalla did not receive a stock award because he joined the
Board after the 2022 grants.Directors who are employees of the company receive no additional compensation for serving on the Board.
FeesEarnedorPaidinCash
($)
1
StockAwards
($)
2
Total
($)
Ajay Bhalla
3
59,333 0 59,333
Michael M. Calbert
4
109,361 380,095 489,456
Brent Callinicos 108,111 180,048 288,159
George Cheeks 108,111 180,048 288,159
Joseph B.Fuller 123,111 180,048 303,159
V.James Marino 118,111 180,048 298,159
G.Penny McIntyre 123,111 180,048 303,159
Amy McPherson 128,111 180,048 308,159
Allison Peterson 113,111 180,048 293,159
Edward R.Rosenfeld 141,222 180,048 321,270
Amanda Sourry 143,111 180,048 323,159
Former Director
Henry Nasella 120,888 N/A 120,888
1 The fees earned or paid in cash to the directors consist of the following:
Annual Director Fee
($)
Committee Chair Fees
($)
Committee Member Fees
($)
Presiding Director Fee
($)
Total 
($) 
Ajay Bhalla 49,444 N/A 9,889 N/A 59,333 
Michael M. Calbert 87,833 N/A 21,528 N/A 109,361 
Brent Callinicos 98,111 N/A 10,000 N/A 108,111 
George Cheeks 98,111 N/A 10,000 N/A 108,111 
Joseph B. Fuller 98,111 25,000 N/A N/A 123,111 
V. James Marino 98,111 N/A 20,000 N/A 118,111 
G. Penny McIntyre 98,111 25,000 N/A N/A 123,111 
Amy McPherson 98,111 N/A 30,000 N/A 128,111 
Allison Peterson 98,111 N/A 15,000 N/A 113,111 
Edward R. Rosenfeld 98,111 43,111 N/A N/A 141,222 
Amanda Sourry 98,111 35,000 10,000 N/A 143,111 
Former Director
Henry Nasella 35,889 N/A 9,444 75,555 120,888 
36 / PVH CORP. 2023 PROXY STATEMENT / DIRECTOR COMPENSATION
2 The amounts are the aggregate fair value of RSUs granted to our independent directors in 2022. All grants to these directors were made on the same date in June and in
accordance with the compensation package described in this section under the heading “Annual Retainers.” The fair value is equal to $58.82, the closing price of our common
stock on the grant date, multiplied by the number of RSUs granted.
The number of outstanding RSUs for each of our directors as of January29, 2023, was as follows:
Stock Awards 
(#)
a

Ajay Bhalla N/A 
Michael M. Calbert 6,462 
Brent Callinicos 3,061 
George Cheeks 3,061 
Joseph B. Fuller 31,278
b

V. James Marino 3,061 
G. Penny McIntyre 14,204
c

Amy McPherson 3,061 
Allison Peterson 3,061 
Edward R. Rosenfeld 15,368
d

Amanda Sourry 3,061 
Former Director
Henry Nasella N/A 
a Stock awards consist of restricted stock units that vest on the earlier of one year after the date of grant or the date of the Annual Meeting of Stockholders following the year of
grant.
b Settlement of 28,217 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan.
c Settlement of 11,143 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan.
d Settlement of 12,307 of these outstanding awards has been deferred pursuant to the director’s election, as permitted under our Stock Incentive Plan.
3 Mr.Bhalla joined the Board on August4, 2022.
4 Mr.Calbert joined the Board on May2, 2022.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION / PVH CORP. 2023 PROXY STATEMENT / 37
Proposal 2
Advisory Vote on Executive Compensation
We are asking stockholders to provide advisory approval of the compensation of our Named
Executive Ofcers, as described in the Compensation Discussion & Analysis and Executive
Compensation Tables sections that follow. While the results of this vote are non-binding, the
Compensation Committee intends to consider carefully those results when making future
compensation decisions.
The following is a summary of key points that stockholders may wish to consider in connection with
their voting decision. We encourage you to review the entire Compensation Discussion and Analysis
for detailed information on our executive compensation program.
• The Board of Directors recommends a vote FOR approval of the compensation paid to our Named
Executive Ofcers.
• Proxies received in response to this solicitation will be voted FOR this proposal unless the
stockholder species otherwise.
The Board of Directors
recommends a vote
FOR approval of the
compensation paid to our
Named Executive Ofcers.
Proxies received in
response to this solicitation
will be voted FOR this
proposal unless the
stockholder species
otherwise.
Our compensation program emphasizes performance-based short- and long-term pay, including equity
to ensure a rigorous pay-for-performance culture. A signicant majority (generally, approximately 70% to 90%
based on target-level compensation) of each NEO’s compensation package consists of short-term and
long-term awards that pay out only upon the achievement of specic nancial targets, and realized
values of equity awards are linked to increases in stock price and stockholder value over time.
Our performance targets are meaningful and are designed to encourage executives to perform at high levels. In order for bonuses to
pay out at target percentages, we must achieve nancial goals generally based on the annual budget reviewed and approved by the
Board of Directors. Business unit performance goals were based on business plans reviewed with the Board.
In order for performance share units to pay out at the target level, we have to achieve meaningful growth over a three-year period
against prior performance, as well as outperform a group of industry peers.
Our compensation program reects sound pay practices.
• We generally do not provide our NEOs with any guarantees as to salary increases, bonuses, incentive plan awards or equity
compensation.
• Our perquisites are modest and do not include tax reimbursements or “gross-ups”.
• We have adopted stock ownership guidelines (including holding requirements until ownership levels are achieved) for our NEOs that
are intended to align their long-term interests with those of our stockholders and to encourage a long-term focus.
Our total compensation packages are comparable to those awarded by our peers. When we establish compensation packages
each year, we compare the total compensation that each NEO can earn to compensation for the most comparable executives at the
companies in our peer group. We conrm the accuracy of such comparisons by reviewing actual amounts paid or expected to be paid
at the end of each year. Consistent with our emphasis on pay for performance, target compensation for our Chief Executive Ofcer and,
to a lesser extent, target compensation for our other NEOs, is heavily weighted on long-term and performance-based elements. In all
cases, the weighting is consistent with the weighting in pay packages for the NEOs’ counterparts at our peers.
Our compensation program works as intended. We believe the information disclosed in this Proxy Statement, in particular the
Compensation Discussion & Analysis and Executive Compensation Tables sections, demonstrates that our executive compensation
program is well-designed, is working as intended, emphasizes pay for performance without encouraging undue risk, and incorporates
sound corporate governance and compensation practices, and foregoes elements that are considered poor pay practices.
The Board submits the following resolution to stockholders to indicate their non-binding advisory approval:
Resolved, that the compensation paid to PVH’s Named Executive Ofcers, as disclosed in this Proxy Statement pursuant to the
rulesof the SEC, including the Compensation Discussion & Analysis, compensation tables, and any related narrative discussion,
is hereby approved.
38 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
Proposal 3
Advisory Vote on the Frequency of Future
Advisory Votes on Executive Compensation
We are submitting for stockholder consideration a resolution to determine, in a non-binding
advisory vote, whether a vote to approve the compensation paid to our Named Executive Ofcers
should occur every one, two, or three years. While the results of the vote are non-binding and
advisory in nature, theBoard of Directors intends to carefully consider the results of this vote.
After careful consideration of this proposal, the Compensation Committee has recommended to
the Board of Directors that an advisory vote on executive compensation that occurs every year is
the mostappropriate policy for us at this time. Therefore, the Board recommends that you vote for
future advisory votes on executive compensation to occur annually.
In formulating its recommendation, the Compensation Committee recognized that our executive
compensation programs are designed to promote a long-term connection between pay and
performanceand include multi-year performance cycles and stock awards that vest over several
years. However, because executive compensation decisions and disclosures are made every
year, theCommittee decided that an annual advisory vote on executive compensation will allow
stockholdersto provide us with their direct input on our compensation philosophy, policies and
practicesas disclosed in each annual Proxy Statement.
The Board of Directors
recommends an ANNUAL
vote with respect to
the frequency of future
stockholder advisory votes
on executive compensation.
Proxies received in response
to this solicitation will be
voted for the ONE YEAR
option of this proposal unless
the stockholder species
otherwise.
PVH CORP. 2023 PROXY STATEMENT / 39
Compensation
Discussion & Analysis
Contents
Executive Summary 39
2022 Executive Compensation Program 43
Executive Compensation Overview 44
Compensation Decisions for 2022 46
Other Benefits 55
Administration of our Compensation
Programs 56
Risk Considerations in Compensation
Programs 59
This section (“CD&A”) explains our compensation program for the following
individuals, who we refer to as our Named Executive Ofcers, or NEOs:
NEO Age
Yearsof
Service Title
Stefan Larsson 48 4 Chief Executive Officer, PVH Corp.
Zachary J. Coughlin 47 1 Executive Vice President,
Chief Financial Officer
James W. Holmes
1
51 27 Executive Vice President and Controller
(Interim CFO)
Mark D. Fischer 62 23 Executive Vice President, General
Counsel & Secretary
Julie A. Fuller 50 2 Executive Vice President,
Chief People Officer
Martijn Hagman 48 14
2
Chief Executive Officer, Tommy Hilfiger
Global and PVH Europe
Patricia Donnelly
3
56 2 Former Chief Executive Officer, PVH
Americas and Calvin Klein Global
1 Mr.Holmes,ourController(principalaccountingofcer),tookontheroleofInterimChiefFinancialOfcer
(principalnancialofcer)inSeptember2021uponthedepartureofourpriorChiefFinancialOfcer.
Mr.HolmesrelinquishedthisroleonApril4,2022,whenMr.CoughlinjoinedPVH.
2 IncludesservicewithTommyHilgerpriortoour2010acquisition.
3 Ms.DonnellyleftPVHinNovember2022.

Executive Summary
2022 Performance Highlights
Our Calvin Klein and Tommy Hilger businesses continued to exhibit underlying strength in 2022, despite the increasingly challenging
macroeconomic environment. It was a year that included an unprecedented number of external headwinds, including the war in
Ukraine, decades-high strength of the U.S. dollar and ination globally, and continued COVID-19 disruptions. We intensied our focus
on driving growth through the disciplined execution of our multi-year, brand-focused, direct-to-consumer and digitally led PVH+ Plan,
which we announced at our Investor Day in April 2022. This business focus included a strong emphasis on driving product strength
and consumer engagement, signicantly upgrading our supply chain capabilities to become more demand-driven, and simplifying how
we work, resulting in substantial cost efciencies. Our iconic global brands, Calvin Klein and TOMMY HILFIGER, have high consumer
relevance, and we are in the early phase of the multi-year PVH+ journey to unlock their full potential.
The PVH+ Plan is our strategy to accelerate growth by building on our core strengths and connecting Calvin Klein and TOMMY HILFIGER —
each with high global brand awareness and deep consumer loyalty – more closely to the consumer than ever before through ve key drivers:
• Win with product: We are developing the best hero products in the market across key growth categories, with a focus on expanding
in large and growing global demand spaces where our iconic brands resonate most with consumers, underpinned by a focus on
sustainability. For TOMMY HILFIGER, we are globalizing our strong product assortment to build capabilities that deliver products to
meet unique local demand across the world. For Calvin Klein, we are doubling down on the key essential products the brand is known
for, and staying true to the brand’s DNA.
• Win with consumer engagement: We are driving digital-rst, 360-degree consumer engagement built around brand, hero products
and key consumer moments, and partnering with the best creators in the industry to meet consumers on their terms in new and
engaging ways.
40 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
• Win in the digitally led marketplace: Consumers of today shop digitally rst and expect seamless integration of their physical and
digital experiences. We are focused on accelerating digital growth by building a holistic distribution strategy for Calvin Klein and
TOMMY HILFIGER, led by digital and direct-to-consumer channels, and supported by key wholesale partnerships.
• Develop a demand- and data-driven operating model: We are developing a demand- and data-driven operating model, starting with a
systematic and repeatable product creation model that puts the consumer rst and leverages data to bring new and fresh products
to market with speed and agility.
• Drive efciencies and invest in growth: We are relentlessly focused on driving efciencies to become more cost-competitive and
reinvesting in key strategic growth drivers. We are simplifying how our teams work and identifying efciencies to fuel initiatives with
the greatest positive impact and strongest return. We are actively streamlining our organization and simplifying our ways of working
to drive efciencies and enable continued strategic investments. This will allow us to fuel growth in important areas, including digital,
supply chain and consumer engagement.
These ve foundational drivers apply to each of PVH’s businesses and are activated in the regions to reect consumer differences and
their unique expectations. Leveraging the full power of Calvin Klein and TOMMY HILFIGER, we are building on our market-leading strength
in Europe, accelerating from strength in Asia Pacic, and unlocking the full potential of the strength of our brands in the Americas.
We delivered over $9 billion of revenue and an EBIT margin of nearly 10%* in 2022. Revenue was down 1% from 2021, which includes
the impacts of foreign exchange, business exits and the war in Ukraine. Revenue was up 5%* on a constant currency basis, reecting
the power of our two global iconic brands, Calvin Klein and TOMMY HILFIGER, and our ability to deliver strong hero products, engage
closely with consumers, and elevate the customer experience.
Our international businesses continued to execute well across both brands, even as macro conditions became increasingly challenging
in Europe and COVID-19 impacts continued in Asia, particularly in China. In North America, we are encouraged by positive performance
indicators, especially how consumers are responding to and engaging with our brands and new products. As a next step in unlocking
the full potential of our brands in this market, we announced that we are responsibly bringing in-house certain licensed categories,
most notably our women’s apparel categories under both brands, over a multi-year timeline. By bringing these core product categories
in-house over time, we believe we will be able to draw on the power and expertise of our global brand teams and have them fully
connected to the demand-driven supply chain we are developing.
In addition, underscoring our strong nancial position and cash ow generation, we renanced our senior credit facilities and
repurchased approximately $400 million of stock as part of a $1.0 billion increase to the company’s stock repurchase authorization.
Moving forward, we will rst and foremost continue investing in our business to fuel our growth, while appropriately deploying our
excess cash to deliver shareholder returns.
Revenue

 
$9.024B
In revenue compared to $9.155 billion in
2021. The revenue results reect:
• 2% reduction resulting from the Heritage
Brands transaction and the exit from the
Heritage Brands Retail business
• a 1% reduction resulting from the war in
Ukraine
Tommy Hilfiger Calvin Klein Heritage Brands
• Tommy Hilger revenue
decreased 1% compared to
2021 (increased 7%* on a
constant currency basis)
• Tommy Hilger
International revenue
decreased 4% (increased
6%* on a constant
currency basis)
• Tommy Hilger North
America revenue
increased 9%
• Calvin Klein revenue
increased 3% compared to
2021 (increased 10%* on
a constant currency basis)
• Calvin Klein
Internationalrevenue
increased 1% (increased
10%* on a constant
currency basis)
• Calvin Klein North
America revenue
increased 8%
• Heritage Brands
revenue decreased
26% compared to 2021
and includes a 25%
decrease resulting from
the Heritage Brands
transaction and the
exit from the Heritage
Brands Retail business.
EPS
2022
$3.03
$13.25
2021
2022
$8.97*
$10.15*
2021
GAAP
Non-GAAP
* ReconciliationstoGAAPamountsappearonExhibitA.
EBIT
2022
$0.471B
$1.077B
$0.857B*
$0.983B*
2021
2022
2021
GAAP
Non-GAAP
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 41
2022 Compensation Highlights
In 2022, we continued to move our compensation program closer to our pre-pandemic program by awarding 50% of our PSUs subject to
a three-year EBIT goal rather than having a one-year EBIT goal and a two-year additional vesting period as in 2021. We also considered
in establishing the program for the year the volatility and uncertainty in our business and the market. A variety of factors contributed
to this instability, including continuing, strict COVID-19 restrictions in China and impacts throughout Asia, as well as the war in Ukraine.
The war had commenced shortly before awards were granted and had already resulted in what at the time was the temporary closure of
our businesses in Ukraine, Russia and Belarus.
• The nancial measures for annual bonuses continued to be corporate (consolidated PVH) EBIT and, for NEOs who lead business
units, EBIT for their business units, in each case subject to exclusions consistent with those used in pastyears.
• Threshold and maximum performance goals were set at wider ranges below and above the target goal than prior to the pandemicyears,
but similar to 2021. This addressed anticipated continued volatility and the uncertain business environment, as discussed above.
• PSU awards were subject to three-year EBIT goals, up from one-year goals in 2021, and relative TSR over a three-year period against
a custom-selected industry peer group, with 50% of each award subject to one of the measures.
The table below shows the principal elements of the compensation program for our Named Executive Ofcers and the target values
attributable to each element for 2022, subject to the following:
• Base salaries are shown at the highest level for the year for NEOs who received salary increases.
• Annual bonuses are shown at the target-level payouts.
• RSUs, stock options and performance share units are shown at the grant date value.
Short-Term Long-Term
Base Salary Annual Bonus Restricted Stock UnitsStock Options Performance Share Units
Frequency
Reviewed annually Eligibility reviewed annually Eligibility reviewed annually Eligibility reviewed annually Eligibility reviewed annually
Form
Cash Equity
Fixed Vs. At Risk
Fixed
At Risk
Performance
Cycle/Vesting
N/A 1 year 4 years: vesting 25%
on each of the four
anniversaries of the
grantdate
4 years: vesting 25%
on each of the
four
anniversaries of the
grantdate
3 years
1
Performance
Measures
N/A • Corporate EBIT for
all NEOs
• Business unit EBIT for
NEOs with divisional
responsibilities
• Awards can be modified
based on strategic
performance criteria
N/A N/A Corporate EBIT (50%)
and relative TSR(50%)
2022 Values
Stefan Larsson $1,300,000 $2,600,000 $2,400,162 $1,600,409 $4,000,074
Zachary J. Coughlin
2
$850,000 $850,000 $1,540,153 $750,513 $600,122
James W. Holmes
3
$600,000 $300,000 $350,113
——
Mark D. Fischer $700,000 $350,000 $500,284
——
Julie A. Fuller $730,000 $547,500 $500,284 $500,342 $300,244
Martijn Hagman €1,000,000 €1,000,000 $1,100,110 $1,100,067 $800,285
Patricia Donnelly
4
$1,000,000 $1,000,000 $650,169 $651,130 $450,000
1 AwardstotheChiefExecutiveOfceraresubjecttoanadditionalone-yearholdingperiodfortheafter-taxsharesdeliveredwhentheawardpaysout.
2 AmountsshownforMr.CoughlinareatfullyearvaluesanddonotreectthathejoinedPVHinApril2022.Includes10,564RSUs(grantdatevalueof$789,870)awardedtoMr.
CoughlintomakeupforawardsfromhispreviousemployerwhenhejoinedPVH.Seepage51.TheseRSUsvestatarateof50%oneachofthersttwoanniversariesofthegrant
date.
3 Mr.Holmes’compensationpackagereectshisongoingroleasExecutiveVicePresidentandController.
4 AmountsshownforMs.DonnellyareatfullyearvaluesanddonotreectherdepartureinNovember2022.

Short-Term Long-Term Base Salary Annual Bonus Restricted Stock Units Stock Options Performance Share Units Frequency Reviewed annually Eligibility reviewed annually Eligibility reviewed annually Eligibility reviewed annually Eligibility reviewed annually Form Cash Equity Fixed Vs. At Risk Fixed At Risk Performance Cycle/Vesting N/A 1 year 4 years: vesting 25% on each of the rst four anniversaries of the grant date 4 years: vesting 25% on each of the rst four anniversaries of the grant date 3 years1 Performance Measures N/A • Corporate EBIT for all NEOs • Business unit EBIT for NEOs with divisional responsibilities • Awards can be modied based on strategic performance criteria N/A N/A Corporate EBIT (50%) and relative TSR (50%) 2022 Values Stefan Larsson $1,300,000 $2,600,000 $2,400,162 $1,600,409 $4,000,074 Zachary J. Coughlin2 $850,000 $850,000 $1,540,153 $750,513 $600,122 James W. Holmes3 $600,000 $300,000 $350,113 — — Mark D. Fischer $700,000 $350,000 $500,284 — — Julie A. Fuller $730,000 $547,500 $500,284 $500,342 $300,244 Martijn Hagman €1,000,000 €1,000,000
$1,100,110 $1,100,067 $800,285 Patricia Donnelly4 $1,000,000 $1,000,000 $650,169 $651,130 $450,000
42 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
Compensation Best Practices
We follow the practices described below because we believe they align our compensation program, and the interests of our NEOs, with
the interests of our stockholders and avoid excessive risk.
Things We Do Things We Do Not Do
We regularly engage with stockholders regarding our compensation
practices.
The Chair of the Compensation Committee is available at our Annual
Meeting to answer questions.
Most executive compensation varies based on the long-term performance
of PVH and our common stock.
Performance targets for our incentive plans are rigorous but do not
encourage excessive risk.
We typically use different nancial metrics as performance measures for
annual bonuses and PSU awards so executives focus on the business as
a whole and not on any particular performance goal.
We regularly reassess the nancial measures used with our performance-
based awards, as well as the mix of elements that make up our
compensation program, to ensure they promote stockholder value and
align with investor priorities.
Our NEOs are subject to stringent stock ownership guidelines—6x base
salary for the CEO, 3x base salary for the CFO, and 3x or 1.5x base salary
for the other current NEOs, dependent upon their role—and there are
limits on the amount of stock they can dispose of before they satisfy the
applicable guideline.
Our change in control arrangements are “double-trigger.”
Our disclosure of our compensation program and each NEO’s
compensation package is comprehensive and transparent.
Our Clawback Policy allows us to recover or cancel incentive compensation
awards and payouts in the event of a restatement of our nancial
statements or a material breach of a material company policy.
The Compensation Committee consists of four independent directors who
have engaged the services of an independent compensation advisor.
Awards under our incentive plans are capped to prevent undue efforts to
surpass the target for any particular metric.
We conduct an annual risk assessment of our executive compensation
program.
Our compensation peer group is realistic, comprising a mix (by revenue) of
larger and smaller companies in our industry.
We do not grant awards to our NEOs solely for
retention purposes or to replace awards that did
not or are not expected to pay out.
We do not grant discretionary awards that are
not substantiated by company and individual
performance.
We do not allow “retesting” or use multiple one-
year targets with our annual bonus awards that
provide NEOs with the opportunity to receive the
same payout so long as one of the targets is
satised.
We do not permit repricing of underwater stock
options.
We do not pay dividends on unvested RSUs or
accrue dividends or dividend equivalents on
unvested PSUs.
Pension and welfare benets and perquisites
are not a signicant part of our NEOs’
compensation.
NEO employment agreements do not provide for
tax gross-ups.
We do not permit our NEOs to pledge PVH
securities, hold PVH securities in a margin
account, or engage in hedging or similar
transactions.
We do not provide any special benets or
compensation upon the death of an NEO.
NEO employment agreements do not include
long-term compensation in the calculation of the
amount of severance payable.
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 43
2022 Executive Compensation Program
Philosophy and Approach
Performance focused
Our compensation program is a pay-for-performance model. We believe we should incentivize our executive ofcers to improve our
nancial performance, protably grow our businesses, and increase stockholder value–and reward them only if they attain these
objectives. The bulk of each Named Executive Ofcer’s total direct compensation opportunity consists of short-term and long-term
incentive awards that pay out only if we achieve specic nancial and strategic targets, and equity awards that are linked to increases
in stock value over time. With an overall improving but still unpredictable and pressured business environment as we were establishing
the 2022 compensation program, we continued the approach we began in 2021 of moving back toward our pre-pandemic practices, but
with adjustments to address the unsettled business environment. We also continued our practice of identifying strategic performance
criteria for our annual bonus awards, this year including the advancement of the goals of our newly announced PVH+ Plan multi-year
strategy.
Competitive
We believe that our compensation program must help PVH be an attractive employer to candidates as compared to the companies
against which we compete for talent. An organization of our size and breadth can only operate effectively and protably if it is managed
by a team of talented executives who have the necessary experience and skill sets. To ensure that we can attract, develop and retain
the right people for PVH, when we establish compensation packages each year, we compare the total potential compensation that
each Named Executive Ofcer can earn to the compensation awarded to the most comparable executives at the companies in our peer
group. (For more information on the peer group, see “Peer Group” on page 53.)
Flexible
The Compensation Committee reviews the program annually, in connection with which it keeps abreast of regulatory changes, follows
marketplace developments, and analyzes practices within our peer group. The Committee also takes into consideration changes to our
business and strategy and information indicating whether the program is incentivizing the behaviors and results intended. This effort is
designed to ensure that our practices are consistent with stockholder interests and enable us to recruit, retain and motivate qualied
executives. Our compensation program and plans are exible and permit the use of a variety of compensation elements and varying
terms. In administering the program each year, the Committee determines what types of awards to grant, the nancial measures and
performance goals (if any) to apply to the awards, the performance period(s) (if any), and the mix of awards to be granted to the NEOs.
Special Notes
• The compensation package for Mr. Hagman is somewhat
different from the compensation paid to the other NEOs
because he is employed outside of the U.S. The principal
differences relate to benets (which are largely dictated by
statute in Europe) and currency. Accordingly, not all of the
discussion regarding our NEOs pertains to him.
• Mr. Coughlin’s reported compensation includes certain special
cash and equity components agreed to in connection with
his joining PVH in April 2022. These items are not part of his
ongoing compensation package.
• Mr. Holmes’ compensation package was established in
respect of his role throughout the year as our Controller
(principal accounting ofcer), which is not an executive ofcer
position. As a result, the discussion of how we establish the
compensation packages for the NEOs does not apply to him.
Mr. Holmes is a NEO for disclosure purposes only because he
served as our principal nancial ofcer (on an interim basis)
for part of 2022.
• The compensation information for Ms. Donnelly reects a
partial year of employment, as she left PVH in November2022.
44 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
Executive Compensation Overview
Elements of Compensation
Our executive compensation program currently consists of ve components with the following purposes:
1. Base Salary which provides a competitive amount of xed
compensation.
2. Bonus Awards under the Performance Incentive Bonus Plan,
which provide an annual opportunity to earn additional cash if
PVH achieves predetermined objective performance goals.
3. Stock Options under the Stock Incentive Plan, which provide
an opportunity to benet from long-term appreciation in the
price of our common stock.
4. Restricted Stock Units under the Stock Incentive Plan, which
directly align recipients’ long-term interests with those of
our stockholders by constantly mimicking the value of our
common stock.
5. Performance Share Units under the Stock Incentive Plan,
which provide an opportunity to earn equity if PVH achieves
predetermined long-term objective performance goals.
Compensation Committee Process
Considerations when setting compensation
Every year the Compensation Committee reviews the compensation packages for each of our Named Executive Ofcers. This review
considers the NEOs’ respective base salaries, annual bonus and PSU award structure, the grant date value of their stock options, RSU
and PSU awards, and the allocation among these elements. We do not prescribe a specic formula for the mix of pay elements other
than to favor variable performance-based pay over xed, and long-term pay over short-term.
When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the median compensation
for comparable executives within our peer group. (For more information, see “Peer Group,” which begins on page 53.) Then we consider
both objective and subjective factors, such as:
• job responsibility;
• individual, business unit, and company performance;
• potential for advancement;
• tenure in role and overall tenure with PVH;
• internal pay equity;
• pay history;
• retention considerations; and
• alignment with stockholder interests.
The Compensation Committee also receives input from the Chief Executive Ofcer and the Chief People Ofcer (except with respect to
their own compensation).
Historically, we have adjusted the Chief Executive Ofcer’s compensation package less frequently than we have adjusted compensation
for the other NEOs. The Chief Executive Ofcer’s compensation is more heavily weighted toward long-term elements than the
compensation packages for the other NEOs, and the Committee has preferred to look at several years of compensation results (as
compared to business performance) to determine whether preceding compensation adjustments worked as intended. Adjustments
to Mr. Larsson’s compensation package are determined, in part, based upon the Board’s assessment of his performance. The full
Board discusses and considers for approval all changes to the Chief Executive Ofcer’s compensation package recommended by the
Compensation Committee.
Authority to grant equity awards
The Compensation Committee has sole authority to grant equity awards to the NEOs. The Committee has delegated limited authority
to our Chief People Ofcer to make equity awards to PVH associates (other than our Section 16 ofcers), principally in connection with
promotions and new hires. Pursuant to this authority, the Chief People Ofcer may grant, on an annual basis, restricted stock units with
an aggregate grant date value of $5 million and a maximum value in one year to any one associate of $600,000. Our CEO held this
authority through 2022. In addition, for each of 2017 through 2019 and in 2021 and 2022, the Committee delegated limited authority
to our Chief Executive Ofcer to make discretionary RSU awards to high-potential and high-performing executives below the senior
executive level. Any awards made were in addition to an individual’s standard annual grant and subject to parameters established by
the Committee. For 2022, these awards were not permitted to exceed $6 million in the aggregate and generally did not exceed 100%
of the individual’s standard annual award. The Committee determined not to authorize the additional discretionary awards in 2020 due
to the adverse impacts of the pandemic, volatility in the stock market, and measures we took affecting our associate population. The
Committee received a report annually on the awards granted pursuant to these delegations of authority.
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 45
Schedule for Compensation Committee meetings
The Compensation Committee generally makes decisions during the rst quarter of each year about payouts of incentive plan awards
for the recently completed scal year, as well as on base salaries, performance-based awards, and equity grants for the current year.
See “Timing of Equity Awards” on page 57. In addition, the Committee uses its rst 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 and regulatory developments. In
addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the nancial
measures used in incentive awards, and alternative plans and nancial measures. The Committee also uses its other meetings to
address compensation issues relating to changes in executives and promotions among the executive ranks.
Use of tally sheets
The Compensation Committee reviews tally sheets annually. Each NEO’s tally sheet covers prior year compensation and proposed
compensation for the then-current year, including all elements of cash compensation, incentive compensation, perquisites, and
benets. Tally sheets also illustrate compensation opportunities and quantify payments and other value an executive would receive
in various termination of employment scenarios–meaning they show full “walk away” values. In short, tally sheets enable the
Committee to see and 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 emerging trends in regard to consideration payable upon termination
of employment.
Independent Compensation Consultant
The Compensation Committee has retained ClearBridge Compensation Group as its independent compensation consultant since 2009.
The Compensation Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each
year, and approves the associated fees.
ClearBridge meets and works with the Compensation Committee, our Chief Executive Ofcer, our Chief People Ofcer, and our
Senior Vice President, Global Total Rewards, to develop each year’s compensation packages and overall compensation program. The
Committee reviews the compensation program and related matters annually, and instructs the compensation consultant to provide
information, analysis and recommendations to facilitate that review. The principal focus area in 2022 was whether to maintain our
overall program design. The compensation consultant also assists the Committee with its assessment of risks in our compensation
program, the preparation and consideration of tally sheets, identication of peer groups, competitive benchmarking, review of executive
retention considerations relating to compensation program construction, including stock awards, and governance with respect to
executive compensation practices.
ClearBridge is engaged by, and reports directly to, the Compensation Committee, and has been determined by the Committee to be
independent under SEC rules and NYSE listing standards. ClearBridge 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. No such approval has been sought.
Role of Management
Our Chief People Ofcer, our Senior Vice President, Global Total Rewards, our Vice President, Executive and Incentive Compensation,
and our General Counsel, in coordination with ClearBridge, prepare meeting materials, including gathering relevant internal,
externaland benchmarking data, discuss alternatives and recommendations to be presented, consider compliance with plan terms
and attend to other related matters. These executives also provide guidance to the Compensation Committee regarding applicable
matters such as associate perceptions and reactions, and legal and disclosure developments, as well as execute and administer all
pay actions approved by the Committee.
46 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
Compensation Decisions for 2022
Macroeconomic factors weighed heavily on markets and our operations in 2022. In addition to COVID-19, which most seriously
impacted our Asia business, and particularly China, the war in Ukraine, inationary pressures globally, foreign exchange volatility,
and supply chain and logistics issues were signicant headwinds. Key actions and accomplishments during 2022 include:
• launching the PVH+ Plan, our multi-year strategic plan to
drive brand, digital and direct-to-consumer-led growth and to
accelerate nancial performance;
• adding key leadership talent, including Zachary J. Coughlin,
Chief Financial Ofcer, Sara Bland, Chief Strategy Ofcer, and
David Savman, Chief Supply Chain Ofcer, and announcing the
hiring of Eva Serrano, Global Brand President, Calvin Klein, and
Donald Kohler, Chief Executive Ofcer, Calvin Klein Americas;
• driving cost efciencies, primarily through execution of our plan
to reduce people cost in our global ofces by approximately
10% by the end of 2023; and
• achieving underlying revenue growth in each of our regions,
including record revenue in Europe in local currencies, despite
the challenging macroeconomic environment.
We developed compensation packages for 2022 focusing on advancing the pillars and achieving the goals of the PVH+ Plan. In
addition, the Compensation Committee took into consideration the uncertainty in the markets and the impacts on our businesses.
While most of the macroeconomic headwinds were known, there was signicant uncertainty and the volatility was expected to
continue. For example, the war in Ukraine had started and we had temporarily suspended our businesses in Ukraine, Russia (one
of our most protable businesses) and Belarus but did not know that we would have to permanently close the Russia business.
The euro, which averaged approximately $1.10 at the time (and was budgeted at that value) and was not expected to be an area of
signicant volatility, eventually reached a 30-year low of approximately $0.97. As always, the Committee also considered the need to
incentivize and retain key talent. The key changes for 2022 are noted below.
Pay element Historical program bases Key changes for 2022
Base salary • Committee considers time between salary increases,
whether the NEO was recently promoted or assumed
additional responsibilities, the NEO’s advancement
potential, and whether the NEO executed special or
difcult assignments during the year
• Mr. Holmes, Mr. Fischer, Ms. Fuller and Mr. Hagman each received
base salary increases as part of the Compensation Committee’s
annual compensation review process
Short-Term
incentives
(Annual bonuses under
our Performance Incentive
Bonus Plan)
• Total PVH earnings performance metric for all NEOs (EPS
through 2019, EBITDA in 2020, EBIT in 2021 and 2022)
• Business unit earnings performance metric for NEOs
with divisional responsibilities (EBIT except for EBITDA
in2020)
• Awards can be modied based on strategic performance
criteria
• Performance goals established around the end of the rst
quarter
• Threshold and maximum performance goals typically
10% below and above target performance
• Determination of satisfaction of nancial goals subject to
pre-approved list of adjustments and exclusions
• Strategic performance criteria were adopted tied to our PVH+ Plan
drivers, but ultimately no awards were adjusted using the strategic
modier
• Continued practice implemented in 2020 to deal with market
volatility and difculty of forecasting performance of using a
greater range (~20%, on average for 2021 and 2022) between
target performance and each of threshold and maximum
performance
Long-Term incentives
(Combination of RSUs,
stock options and PSUs)
• Stock options and RSUs vest at a rate of 25% on each
of the rst four anniversaries of the grant date (assuming
continued employment)
• PSUs subject to absolute stock price performance (50%)
and relative TSR against the S&P 500 (50%) for a three-
year performance period
• PSU awards for our CEO earned under the performance
metrics are subject to a one-year holding period after
vesting
• 50% of award was based on EBIT (rather than absolute stock price
performance), as was done in 2021, for a three-year performance
period (awards granted in 2021 were subject to a one-year
performance measure with a two-year vesting period, if earned)
and 50% based on relative TSR against the custom comparator
group (three-year performance period)
We continue to evolve our compensation program to advance the goals of the PVH+ Plan and align management with the interests of
our stockholders through the program. Decisions made in respect of the 2023 compensation program include, in part, adding revenue
(in addition to EBIT) as a performance measure for our 2023 bonus awards, changing the PSU awards from EBIT and relative TSR
performance, each over a three-year period, to ROIC and relative TSR performance, each over a three-year period, providing that all
recipients of PSU awards (including all active NEOs, other than Mr. Holmes) receive at least 50% of the value (at target) of their long-
term compensation in PSUs (which are at risk).
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 47
Base Salaries
Objectives
Base salaries provide our NEOs with a stable and secure source of income at a market-competitive level, and also serve to retain and
motivate these individuals.
Considerations
Base salaries are established for each NEO primarily based upon market considerations, peer data, PVH’s overall performance, our
expected performance, individual performance and (for Ms. Donnelly and Mr. Hagman) business unit performance. For any particular
NEO, the Compensation Committee also may consider time between salary increases, whether the NEO was recently promoted or
assumed additional responsibilities, the NEO’s advancement potential, and whether the NEO executed special or difcult assignments
during the year. Finally, the Committee takes into account the relative salaries of our NEOs. Ultimately, base salary decisions are
subjective; no specic weight is assigned to any deciding factor.
2022 decisions
Ms. Fuller and Messrs. Fischer, Hagman and Holmes all received base salary increases to recognize their signicant efforts and strong
performance and to align with peer comparisons.
Base salaries for our NEOs are shown below.
Name 2021 base salary 2022 base salary % Base Salary Increase
Stefan Larsson $1,300,000 $1,300,000 0
Zachary J. Coughlin N/A $850,000 N/A
James W. Holmes $575,000 $600,000 4.3
Mark D. Fischer $675,000 $700,000 3.7
Julie A. Fuller $700,000 $730,000 4.3
Martijn Hagman €835,000 €1,000,000 19.8
Patricia Donnelly $1,000,000 $1,000,000 0
Short-Term Incentives–Performance Incentive Bonus Plan
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 and, for some NEOs, business unit performance goals. We establish
performance targets that we believe are rigorous but not likely to encourage
excessive risk-taking. As evidence of this rigor, over the past ve years, our
performance against the goals established for bonuses has varied signicantly,
ranging from slightly above threshold to maximum.
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 around the end of the
rst quarter.
At or slightly below
maximum (2x)
2
Between target and
maximum (1x)
At or slightly above
target
Slightly below target
Between threshold
and target (1x)
At or slightly above
threshold (1x)
1
Reflects corporate (total PVH) performance-based awards only.
2
The performance level in 2020 was maximum but the payout
opportunities for the year were 50% of standard levels. As a
result, actual payouts were at standard target-level amounts.
Bonus performance level
achievement over past five years
1
TARGET
MAXIMUM
THRESHOLD
48 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
The Compensation Committee makes three sets of decisions respecting annual bonuses before making awards:
1
Potential bonus payouts for
each NEO.
2
Financial metrics that will determine
award payouts, and specic goals
for each.
3
Non-nancial strategic and performance goals
applicable to all of the NEOs and against which they are
individually assessed.
2022 decisions
We adhered to our standard practice of setting bonus awards and goals around the end of the rst quarter. The bonus awards made by
the Compensation Committee were generally consistent with awards made pre-pandemic.
• The performance measure for the corporate award was EBIT, which was in line with 2021 practice and consistent with the earnings-
based focus of the performance measure used pre-pandemic.
• EBIT was used as the performance measure for business unit awards, which was in line with 2021 practice and consistent with the
income-based performance measure used pre-pandemic for business unit awards.
• We continued to use a wider than historic range between the target and maximum performance goals and the target and threshold
goals (20% rather than 10%), as we have since 2020. This reected the continued volatile business environment, macroeconomic
headwinds and the unpredictable impact of the pandemic at the time goals were set.
Potential bonus payouts
The Compensation Committee sets threshold, target and maximum payout opportunities for each NEO, expressed as a percentage of
the NEO’s base salary. The payout opportunities approved in 2022 are set forth below.
Standard Payout Opportunities
(Percent of base salary) Threshold Target Maximum
Stefan Larsson 100 200 400
Zachary J. Coughlin 50 100 200
James W. Holmes 25 50 125
Mark D. Fischer 25 50 125
Julie A. Fuller 37.5 75 150
Martijn Hagman 50 100 175
Patricia Donnelly 50 100 200
Financial metrics
Annual bonuses for Messrs. Larsson, Coughlin, Holmes and Fischer and Ms. Fuller were based entirely upon corporate performance,
while bonuses for NEOs with divisional responsibilities were based on both corporate and their respective business units’ performance,
in the proportions shown below.
Corporate EBIT Business unit EBIT
Stefan Larsson 100% N/A
Zachary J. Coughlin 100% N/A
James W. Holmes 100% N/A
Mark D. Fischer 100% N/A
Julie A. Fuller 100% N/A
Martijn Hagman
Tommy Hilfiger Global
PVH Europe
30%
20%
50%
Patricia Donnelly
Calvin Klein Global
PVH Americas (including licensing)
30%
20%
50%
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 49
Corporate EBIT
Corporate (which refers to our consolidated performance) EBIT goals were based on internal business plans reviewed with and
approved by the Board at the time the goals were established and were subject to adjustment for agreed-upon exclusions. Once the
target goal was determined, we set the threshold and maximum performance goals. The threshold-to-maximum range can vary from
year to year based on the Compensation Committee’s evaluation of business conditions, but was approximately 90% to 110% of target
historically. The range for 2022 was approximately 80% to 120%–which is consistent with the use of wider ranges in 2020 and 2021
to take into account the uncertainties caused by the governmental restrictions in response to the COVID-19 pandemic. We believed
this appropriately recognized the uncertain and volatile market conditions that existed at the time, and reected the role annual
bonuses play in incentivizing and retaining senior executives despite the potential unpredictable impact that the pandemic and various
macroeconomic factors could have on business performance. The performance goals and actual results for the awards made in 2022
are set forth below.
Business unit EBIT
A majority of the annual bonus opportunities for Mr. Hagman and Ms. Donnelly were based on the EBIT of the business units they
lead. As with corporate goals, historically, threshold performance goals typically are set at approximately 90% of target and maximum
performance goals typically are set at approximately 110% of target, although the range can vary from year to year based on the
Compensation Committee’s evaluation of business conditions. As with the corporate EBIT goals, the threshold-to-maximum range
was signicantly greater in 2022 given the continued disruption caused by the pandemic and the inability to predict how multiple
macroeconomic factors would inuence business unit performance. The performance goals applicable to each of these NEOs are set
forth below, as well as the actual results for the awards made in 2022.
Strategic Modier
Payouts for the NEOs are also based upon an evaluation of individual performance against strategic performance criteria established
at the time the awards are made. This provides the Compensation Committee some exibility to modify payouts (up or down)
by a maximum of 25% of a NEO’s base salary, so long as an adjusted award does not exceed the NEO’s maximum opportunity.
This component encourages and rewards the NEOs’ efforts to improve performance, develop and advance associates under
their leadership, and make progress against our PVH+ Plan strategic objectives and our Forward Fashion corporate responsibility
commitments, among other factors. These items typically either do not get captured by the nancial goals or are expected to yield
benets only in the future and may not be reected directly in future bonus calculations. The Compensation Committee did not make
any adjustments to the 2022 payouts.
2022 annual bonus payouts
As discussed above, we faced signicant macroeconomic challenges to our business in 2022. As a result, our EBIT (as calculated
for bonus purposes) for both total PVH performance and for our business units, and payouts to the NEOs, fell between threshold and
target performance levels. Below are the performance goals established for 2022 and the actual performance achieved.
Corporate EBIT Goals
Threshold Target Maximum
EBIT goal $780,000,000 $965,831,000 $1,150,000,000
EBIT achieved
$908,543,000
Business Unit EBIT Goals
NEO Business unit Threshold Target Maximum Actual
Martijn Hagman Tommy Hilfiger Global €590,000,000 €719,711,000 €850,000,000 €622,464,000
PVH Europe €630,000,000 €745,386,000 €860,000,000 €668,630,000
Patricia Donnelly Calvin Klein Global $455,000,000 $559,240,000 $665,000,000 $529,196,000
PVH Americas (including
licensing)
$300,000,000 $377,238,000 $455,000,000 $322,682,000
50 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
Final Bonus Calculations
Annual bonus payout calculations for Messrs. Larsson, Coughlin, Holmes and Fischer
and Ms. Fuller:
Base salary
×
individual bonus percentage
Since corporate EBIT of $908,543,000 exceeded the threshold goal but was less than the target goal, the “individual bonus
percentage” for each of these NEOs was interpolated at a payout level of 85% of target, as shown below.
Annual bonus payout calculations for Mr. Hagman and Ms. Donnelly:
Base salary × individual bonus percentage based
oncorporate EBIT × .3
+
Base salary × individual bonus percentage based
onEBIT for applicable business units × .7
The calculation of the actual bonus payout amounts is shown below.
Corporate EBIT potential payouts
(% of base salary)
Payout on
corporate EBIT
($/€ and as % of
base salary)
Business unit EBIT potential payouts
(% of base salary) Payout on business
unit EBIT ($/€ and as
% of base salary)
Total annual
bonus ($/€ and as %
of base salary) NEO Threshold Target Maximum Threshold Target Maximum
Stefan Larsson 100 200 400 $2,199,210
169.17%
$2,199,210
169.17%
Zachary J. Coughlin
1
50 100 200
$596,854
84.59%
$596,854
84.59%
James W. Holmes 25 50 125
$253,740
42.29%
$253,740
42.29%
Mark D. Fischer 25 50 125
$296,030
42.29%
$296,030
42.29%
Julie A. Fuller 37.5 75 150
$463,112
63.44%
$463,112
63.44%
Martijn Hagman 15 30 52.5
€253,800
25.38%
€712,500
71.25%
Tommy Hilfiger Global 10 20 35 €125,000
12.50%
PVH Europe 25 50 87.5 €333,700
33.37%
Patricia Donnelly
2
15 30 60
$210,679
25.38%
$621,247
74.84%
Calvin Klein Global 10 20 40 $142,113
17.12%
PVH Americas
(including licensing)
25 50 100 $268,454
32.34%
1 Payout amount prorated based on actual days of service. Mr. Coughlin joined on April 4, 2022.
2 Payout amounts prorated based on actual days of service. Ms. Donnelly’s employment terminated on November 30, 2022.
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 51
Additional Bonus in Connection with Interim Role and Responsibilities
Mr. Holmes was given a bonus of $750,000 in connection with taking on the role of Interim Chief Financial Ofcer and the associated
responsibilities. He received $250,000 of the bonus in August 2021. The balance of $500,000 was paid in July 2022 pursuant to the
terms of the agreement under which he assumed the interim role.
Long-Term Incentives — Stock Options and Restricted Stock Units
Objective
Annual grants under our Stock Incentive Plan of stock options and RSUs align the NEOs’ interests with those of our stockholders. The
value of these awards is at risk and varies with the price of our common stock.
Considerations
We grant restricted stock units because they mimic the interests of stockholders; increases and decreases in our stock price have the
same effect on holders of restricted stock units as they do on holders of our common stock. Additionally, restricted stock units serve
as a constant incentive, regardless of uctuations in stock price.
We believe that stock options provide an incentive to recipients to increase stockholder value over the long term. The value of a stock
option is determined by how much the price of the underlying stock appreciates over the life of the option; an option has no value if the
stock price does not increase. Moreover, we believe that stock options have the potential to deliver more value to an executive than
restricted stock units.
We believe that using a combination of stock options and restricted stock units is consistent with our compensation philosophy, as
both forms of award align our executives’ interests with stockholder interests in different ways.
2022 decisions
We made annual grants of restricted stock units to all of our NEOs, and stock option grants to all the NEOs, other than Messrs.
Holmes and Fischer, in April. These awards will vest at a rate of 25% on each of the rst four anniversaries of the grant date (provided
the recipient remains employed by PVH). Annual stock option awards expire 10 years after the grant date if not exercised.
Grantees receive shares of our common stock when restricted stock units vest in a number equal to the number of vested restricted
stock units. We withhold shares with a value on the vesting date 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 restricted stock units, Mr. Coughlin received a one-time sign-on award of 10,564 RSUs to
make up for awards forfeited from his previous employer when he joined PVH. These RSUs had a grant date value of $789,870 and
vest 50% on each of the rst and second anniversaries of the grant date.
Long-Term Incentives — Performance Share Units
Objective
Annual grants under our Stock Incentive Plan of PSUs provide compensation that is at risk and contingent on the achievement of pre-
determined performance goals over an extended period. Performance share units also align with stockholder interests because their
value will increase if our stock price is higher at the end of the performance cycle than it was on the grant date and will decrease if
the stock price is lower. Performance share units have retentive value because they generally only pay out if the participant remains
employed by PVH for the entire performance cycle.
Considerations
Performance share unit awards granted in 2022 are divided into two equal grant date value tranches. Half of each award will be
earned (or not) based on PVH’s three-year EBIT performance. The other half of each NEO’s award has a three-year performance cycle
and will vest (or not) based on PVH’s relative total stockholder return against the custom comparator group. We believe this structure
encourages a balanced focus on driving long-term nancial performance, with the ultimate goal of creating value for our stockholders.
The Compensation Committee regularly reviews the nancial metrics and considers alternatives.
We decided in 2021 to use EBIT rather than absolute stock price growth, which traditionally was the measure used for 50% of
the PSU awards, because stock market volatility made it difcult to determine the proper growth rate goals for the stock price,
and the continuing pandemic made it likely the volatility would continue. EBIT was maintained for 2022 awards due to continued
macroeconomic challenges, including continuing COVID-19 impacts, that were causing volatility in the stock market. While we generally
use different nancial measures for annual and long-term incentive awards, the Compensation Committee believed it was important to
select a measure for 2022 over which we had some visibility. Using EBIT as a performance measure provides an appropriate incentive
for the recipients of performance share units and maintains alignment with stockholder interests since the value of any payout will
reect stock price values at the end of the three-year performance cycle.
52 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
Historically, we had measured TSR against the S&P 500 (of which we were a constituent company). We changed the comparator
group beginning in 2021 to the custom, industry-appropriate group of 45 companies identied below
1
. We made this change because
the pandemic had dramatically different effects on different industries, and we believe that our performance is most appropriately
compared to companies that operate in similar industries and use similar distribution channels.
Abercrombie & Fitch Co.
AmericanEagleOutfitters,Inc.
The Buckle, Inc.
Burlington Stores, Inc.
Caleres, Inc.
Canada Goose Holdings Inc.
Capri Holdings Limited
Carter’s, Inc.
The Children’s Place, Inc.
Columbia Sportswear Company
Crocs, Inc.
Deckers Outdoor Corporation
Designer Brands Inc.
Dillard’s, Inc.
TheEstéeLauderCompaniesInc.
Express, Inc.
Foot Locker, Inc.
Fossil Group, Inc.
The Gap, Inc.
G-III Apparel Group, Ltd.
Gildan Activewear Inc.
Guess?, Inc.
Hanesbrands Inc.
Hugo Boss AG
J.Jill, Inc.
Kohl’s Corporation
Kontoor Brands, Inc.
Levi Strauss & Co.
Lululemon Athletica Inc.
Macy’s, Inc.
Movado Group, Inc.
NIKE, Inc.
Nordstrom, Inc.
Oxford Industries, Inc.
Ralph Lauren Corporation
Ross Stores, Inc.
Skechers U.S.A., Inc.
Steven Madden, Ltd.
Tapestry, Inc.
The TJX Companies, Inc.
Under Armour, Inc.
Urban Outfitters, Inc.
V.F. Corporation
Victoria’s Secret & Co.
1
Wolverine Worldwide, Inc.
1 L Brands, Inc., which was included in the custom comparator group, was split into two companies after we made awards in 2021. Its Victoria Secret business, which is the
comparator business to ours, was spun off as an independent company named Victoria’s Secret & Co. Victoria’s Secret & Co. was substituted for L Brands, Inc. (now known as Bath
& Body Works, Inc.) for the 2022 awards.
2022 decisions
All of our Named Executive Ofcers (other than Mr. Holmes and Mr. Fischer) received awards of performance share units in 2022 with a
performance cycle generally covering the second quarter of 2022 through the rst quarter of 2025.
Performance measures
The Compensation Committee set performance goals for EBIT and relative TSR metrics for the relevant three-year periods, as set forth
below. The relative TSR goals are at the same percentile ranks as they were for grants over the past several years.
Weight Threshold* Target* Maximum*
EBIT (three-year) 50% $3,049,000,000 $3,674,000,000 $3,931,000,000
Relative TSR (percentile) (three-year) 50% 30th 55th 80th
* These goals are presented solely for the purpose of describing our compensation program. They are not management’s estimates of results or other guidance. Investors should not
apply these goals to other contexts.
Payouts for performance between goals would be calculated on a straight-line interpolation basis.
The following table shows the aggregate potential payouts and the aggregate number of shares each payout represents based on the
May 2, 2022 grant date. To reinforce the long-term focus these awards are meant to create, our Chief Executive Ofcer is required to
hold for one year the after-tax shares he receives. This holding requirement is in addition to his stock ownership requirement.
NEO
Threshold
($)
1
Threshold
(# shares)
Target
($)
1
Target
(# shares)
Maximum
($)
1
Maximum
(# shares)
Stefan Larsson 1,759,637 23,534 3,519,274 47,068 7,038,549 94,136
Zachary J. Coughlin 245,694 3,286 491,388 6,572 982,777 13,144
Julie A. Fuller 122,922 1,644 245,844 3,288 491,688 6,576
Martijn Hagman 327,642 4,382 655,284 8,764 1,310,569 17,528
Patricia Donnelly 184,233 2,464 368,467 4,928 736,933 9,856
1 The award values are equal to the number of shares multiplied by $74.77, 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 61.
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 53
Pay For Performance
We do not adjust performance goals for outstanding awards that we believe will not pay out. Consistent with that practice, we did not
alter the performance measures or goals for outstanding PSU awards that had performance goals that were unlikely to be attained
because of the effects of the pandemic. There were no payouts of PSU awards for the awards granted in 2017 through 2019, as the
performance measures established at the time of grant were not achieved.
We generally consider PSU awards to be part of the compensation paid to the NEOs in the last full year of the performance cycle
even though the performance periods do not align fully with scal years. As such, the payouts of the awards granted in April 2020
are considered part of the applicable NEO’s 2022 compensation. PSU awards were made in 2020 in two tranches because of stock
price volatility and other factors at the beginning of the pandemic. The second tranche, which was made in September 2020, will be
considered part of 2023 compensation if any portion vests.
Competitive Pay for Performance
Peer Group
All of the companies in the 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 ClearBridge regarding potential additions to or deletions from the group. Factors deliberated
include changes to a peer company’s business that make our companies less comparable; pending acquisitions involving a peer
company; a material change in a peer company’s nancial condition or results of operations; and a diminution in the amount and
quality of compensation information available regarding a peer company’s executives.
Each year, the Compensation Committee considers a study compiled by ClearBridge (using information culled from public lings and
published compensation benchmark surveys) of compensation awarded to executives in the peer group as part of its review when
considering compensation packages. We use the peer group to provide market context for compensation decisions, both because these
are companies with which we compete for executive talent and because it helps the Committee assess the reasonableness of our
compensation packages. The Committee does not tie our NEOs’ compensation to any particular level in comparison to the peer group.
The 2022 peer group companies (when selected) had revenues for their most recently completed scal years between approximately
50% and 200% of our annual revenue, as shown below.
Company Industry
Most Recent
Fiscal Year Revenue
($000)
Enterprise Value
(as of 1/27/23)
($000)
75th P
ercentile
Median
PVH
25th P
ercentile
$14,672
$7,722
$9,024
$6,222
Revenue
Summary
75th P
ercentile
Median
PVH
25th
Percentile
$17,092
$10,916
$8,756
$8,823
Enterprise Value
Summary
Ross Stores, Inc. Apparel Retail $18,696 $42,947
The Estée Lauder
Companies Inc.
Personal Care Products $17,737 $102,139
The Gap, Inc. Apparel Retail $15,616 $10,340
V.F. Corporation Apparel, Accessories and Luxury Goods $11,842 $18,352
PVH Corp. Apparel, Accessories and Luxury Goods $9,024 $8,756
Foot Locker, Inc. Apparel Retail $8,759 $6,965
Tapestry, Inc. Apparel, Accessories and Luxury Goods $6,685 $13,312
Hanesbrands Inc. Apparel, Accessories and Luxury Goods $6,234 $6,839
Ralph Lauren Corporation Apparel, Accessories and Luxury Goods $6,219 $9,448
Levi Strauss & Co. Apparel, Accessories and Luxury Goods $6,169 $8,615
Capri Holdings Limited Apparel, Accessories and Luxury Goods $5,654 $11,493
L Brands
1
Apparel Retail N/A N/A
1L Brands, Inc. split into two companies in 2021. Its Victoria’s Secret business was spun off as an independent company (Victoria’s Secret & Co.),
with L Brands being renamed Bath & Body Works, Inc. L Brands was used as a peer for 2022 compensation, as L Brands had already led its
2021 Proxy Statement, which contained the compensation data available to the Committee as it established 2022 compensation packages.
Victoria’s Secret has now been substituted for L Brands/Bath & Body Works in the peer group. Victoria’s Secret’s most recent revenue and
enterprise value as of 1/27/23 are $6,344 million and $5,811 million, respectively.
54 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
PVH Performance Compared to Peer Group Performance
The following shows our performance against our peer group with regard to several metrics for the one- and three-year periods ended
with the 2022 year end (last business day of 2022 for the TSR comparisons).
PVH Percentile Rank
1-Year (2022) 3-Year (2020−2022)
0
25 50 75 100
0
25 50 75 100
54.7%
63.2%
53.2%
50.3%
57.0%
3.0%
32.5%
38.4%
32.3%
24.6%
Performance Measure
Revenue Growth vs. peer group
EBIT Growth
1
vs. peer group
TSR vs. peer group
(as of January 27, 2023)
TSR vs. Russell 3000
(as of January 27, 2023)
Overall Percentile Rank
2
1 EBIT growth is based on non-GAAP amounts, as reported by us.
2 Overall percentile ranking excludes TSR vs Russell 3000.
PVH Pay Mix Compared to Peer Group Pay Mix
As shown below, the distribution of our executive compensation among long- and short-term elements, and xed and variable elements,
is consistent with the distribution within our peer group.
Base
Salary
29%
Bonus
23%
RSUs
22%
Stock
Options
15%
PSUs
11%
71%
Performance Based
Base
Salary
20%
Bonus
22%
RSUs
25%
Stock
Options
8%
Performance
LTI
25%
80%
Performance Based
Total Target Direct Compensation
Total Target Direct Compensation
(average) Total Target Direct Compensation
(average) Total Target Direct Compensation
CEO: PVH
Other NEOs
2
: PVH
CEO: P
eer Group
1
Other NEOs: Peer Group
Base
Salary
11%
Bonus
22%
RSUs
20%
Stock
Options
13%
Performance
LTI
34%
89%
Performance Based
Base
Salary
10%
Bonus
19%
RSUs
21%
Stock
Options
11%
Performance
LTI
39%
90%
Performance Based
1 Excludes the Tapestry, Inc. CEO because her specic pay mix was not disclosed at the time our compensation decisions were made.
2 Excludes Mr. Holmes, who served as Interim Chief Financial Ofcer for part of 2022. See discussion on page 43.
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 55
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 2020, 2021 and 2022 as compared to our
one-year and cumulative three-year TSR for each of those years. The alignment of pay also is consistent with TSR for the Russell 3000
index, as shown below the graph. The compensation set forth below is not the same as shown on the Summary Compensation Table.
2020 2021
Target Total Compensation
Russell 3000 1-Y
ear TSR 19%
37%
17%
64%
-8%
25%Russell 3000 3-Year Cumulative TSR
Actual Total Compensation
1
2022
$5.9
$8.4
$8.0
$14.5
$11.9
$11.9
1-Year
TSR
3-Year
Cumulative
TSR
-2% -43%
1-Year
TSR
3-Year
Cumulative
TSR
11% -12%
1-Year
TSR
3-Year
Cumulative
TSR
-5% 1%
Total Compensation ($MMs)
1 Actual Total Compensation reects salary paid, bonus and PSUs earned, and stock options and RSUs vested in each year.
Other Benets
Our active U.S.-based NEOs participate in our Associates Investment Plan (our “401(k) plan”) and Supplemental Savings Plan.
Our active U.S.-based NEOs, other than Mr. Coughlin, participate in our Pension Plan and Supplemental Pension Plan. Mr. Coughlin
joined PVH after those plans were closed to new participants. Messrs. Holmes and Fischer also participate in our Executive Medical
Reimbursement Insurance Plan. Messrs. Larsson and Coughlin and Ms. Fuller are not eligible to participate in our Executive Medical
Reimbursement Insurance Plan, as it was closed to new participants in 2017.
Mr. Hagman participates in the Zwitserleven Pensioen Plan, a dened contribution plan for associates in the PVH Europe headquarters
in Amsterdam, and PVH Net Pension Plan, a dened contribution plan for certain highly compensated executives in the PVH Europe
headquarters.
We believe the benets offered under our retirement, pension and welfare plans serve a different purpose than the other components
of compensation. In general, these benets are designed to provide a safety net against the nancial catastrophes that can result
from illness, disability or death, and to provide a reasonable level of retirement income based on compensation and years of service.
Benets offered to our executive ofcers are similar to those offered to the general associate population, with some variation to
promote tax efciency and replace benet opportunities lost due to regulatory limits.
Perquisites are limited and generally consist of discounts in our retail stores available to all associates. We maintain multiple
relocation polices for associates who are hired subject to a requirement that they relocate to one of our ofces. Mr. Coughlin and
Ms.Fuller both received benets and reimbursements under our relocation policy for executives (in 2022 and 2021, respectively) to
cover moving expenses, temporary housing and other one-time relocation-related costs. The relocation policy for executives offers more
generous benets than our broad-based relocation policy.
Car and driver. We own a car and employ a driver who drives executives to and from meetings, including among our three New York
City and four New York metropolitan area ofces, and provides messenger and other services. Although the majority of the driver’s
services (and, therefore, the costs associated with the car) are for business purposes, we allow Mr. Larsson to use the car and driver
for personal purposes, generally limited to his daily commute, as we believe this accommodation enables him to be more productive
during this time. The business use of this amenity was signicantly reduced during the pandemic until our ofces reopened in March
2022. We also covered commuting costs for all associates while our ofces were closed.
56 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
We also lease a car and employ a driver who drives executives to and from meetings, and provides messenger and other services, in
Amsterdam, where our European headquarters is located. The majority of the driver’s services (and, therefore, the costs associated
with the car) are for business purposes. Mr. Hagman utilizes the services of the car and driver, including occasional personal use. Mr.
Hagman also receives a monthly car allowance, which is a common perquisite in Europe for the lead executive in a country.
Sporting events. As part of certain marketing activities, including sponsorships of the New York Giants, we have a limited number of
tickets (including use of a suite) to Giants football games at MetLife Stadium. These were provided at no cost to us and were available
to all of our associates on a non-discriminatory basis, so, at times, they may have been used personally by our NEOs.
Administration Of Our Compensation Programs
Stock Ownership Requirements
Each of our active NEOs, other than Mr. Holmes, is subject to an
ownership requirement. Under our Stock Ownership Guidelines,
our Chief Executive Officer is required to hold shares of our
common stock with an aggregate value equal to six times his
annual base salary. Our Chief Financial Officer, Chief Executive
Officer, Tommy Hilfiger Global and PVH Europe, and President,
Calvin Klein Global, must hold shares with an aggregate value
equal to three times their respective annual base salaries.
Our Chief People Officer, General Counsel & Secretary, and
certain of our other executives are required to hold shares
with an aggregate value of one and a half times their annual
base salary. In addition, Mr. Larsson must hold for one year
the after-tax payouts of his PSU awards, starting with those
granted in 2021 (the year he became CEO). NEOs who are not
in compliance with their ownership guideline must hold 50%
of their after-tax shares received upon vesting or exercise of
awards until they are in compliance.
3x
Base
Common Stock Value
6x
Base
Common Stock Value
1.5x
Base
Common Stock Value
Stock Ownership Requirement Multiples
Chief People Officer, General Counsel/Secretary, Regiona
l
President, PVH Asia Pacific, President, Calvin Klein Americas,
Chief Strategy & Transformation Officer, Chief Supply Chain
Officer, Chief Communications Officer
CEO
Chief Financial Officer, Chief Executive Officer, Tommy Hilfiger
Global and PVH Europe, and President, Calvin Klein Global
Executive ofcers are required to meet the ownership requirements within ve years of becoming subject to them.
We include in determining compliance:
• common stock owned outright by the individual or their immediate family members who share the same household, whether held
individually or jointly;
• common stock held in trust for the benet of the individual or their family;
• common stock underlying restricted stock units held by the individual;
• common stock deemed benecially owned through the individual’s holdings, if any, in the PVH Stock Fund investment option in our
401(k) plan; and
• common stock underlying performance share units held by the individual which have been earned because the performance
condition has been met (after the completion of the performance period) but delivery of the underlying Common Stock is subject to
an additional time-based vesting period.
As of the record date for the meeting, all of the active NEOs subject to the guidelines are in compliance with our stock ownership
guidelines.
Use of Non-GAAP Results
Performance targets based on corporate or business unit performance are typically measured on a non-GAAP basis. The Compensation
Committee determines at the time it establishes the targets certain types of expenses, costs, and other matters (such as foreign
exchange volatility, acquisitions, divestitures, restructurings and any discrete tax events, including changes in tax rates or tax laws) that
it believes should not affect the calculation of the achievement of a performance goal. Business unit performance targets also typically
exclude corporate allocations, costs associated with corporate initiatives, and other matters that management recommends to the
Committee should not be considered. These adjustments and exclusions may differ from those used by management when providing
guidance and discussing results. As a result, the earnings results and targets discussed in this CD&A may differ from, or may not in
the future be aligned with, our guidance and reported results.
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 57
The corporate and business unit EBIT targets and results discussed in this Proxy Statement all include adjustments and exclusions
of the type discussed above. Signicantly for determining payouts of 2022 bonus awards, the Compensation Committee excluded
foreign exchange volatility, as the euro (the principal foreign currency in which our businesses transact business) traded at a 30-year
low against the U.S. dollar. Foreign exchange masked the 5% revenue growth of our businesses on a constant currency basis.
TheCommittee has also determined to use constant currency when calculating nancial performance results for 2023 bonus awards to
hold management accountable for controllable outcomes.
Timing of Equity Awards
Our equity award policy provides that the annual grant of stock options and restricted stock units to our senior executives, including our
NEOs, generally will be approved by the Compensation Committee at a meeting held during the period commencing two days after the
ling of our Annual Report on Form 10-K for the most recently completed scal year and ending on April 14 of the current year.
PSU awards have historically been made around the end of the rst quarter to provide time to nalize nancial goals and, because
certain of the goals include stock price performance, so that the end of the performance cycle occurs shortly (and not immediately)
after we report our year-end earnings.
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 rst business day of the month following the effective date of the precipitating event (or on the
effective date if it is the rst 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. 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 an action.
Prohibition on Pledging and Hedging
We have a comprehensive Insider Trading Policy that includes a prohibition on pledging our securities or holding our securities in a
margin account. Additionally, the policy prohibits engaging in hedging, monetization and similar transactions in respect of our securities.
This policy, applicable to all ofcers, directors and associates, was put in place to ensure that the interests of these individuals remain
aligned with those of our stockholders, and that they continue to have the incentive to execute our long-term plans and achieve the
performance for which their equity awards are intended.
Clawback Policy
Our Clawback Policy permits us to recover compensation in the event of a restatement of our nancial statements or a material
violation of a material company policy. Awards made under our stock and incentive compensation plans are subject to the Clawback
Policy. We are currently considering how to update our Clawback Policy to comply with the new rules proposed by the NYSE, which are
required under a new SEC rule to become effective in the second half of 2023.
Internal Pay Equity
We do not have a policy regarding internal pay equity, but we do review compensation levels to ensure that appropriate internal pay
equity exists. In some cases, there are differences in the compensation packages awarded to our Named Executive Ofcers, such
as differences in the percentage of base salary payable under our incentive awards. These differences are largely the result of
benchmarking but also reect considerations such as seniority and tenure. Otherwise, our policies and decisions relating to our NEO
compensation packages are substantially identical.
58 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
The following graphs show the ratios of our CEOs’ target total direct compensation to that of the next highest paid executive ofcer and
to that of all the other named executive ofcers for each of the past three years, subject to the following notations:
• Mr. Larsson was our CEO in 2021 and 2022. His predecessor, Emanuel Chirico, was CEO in 2020.
• The other named executive ofcers for each of 2020, 2021 and 2022 are the individuals identied in our 2021, 2022 and 2023
proxy statements, respectively, except that:
– Mr. Holmes is not included among “All Other NEOs (Average)” in the right-hand graph below for 2021 or 2022. He served as
Interim Chief Financial Ofcer for a portion of both years and, as a result, was a NEO under SEC rules for both. He is excluded
from the graph because he is not an executive ofcer (see discussion on page 43).
– Cheryl Abel-Hodges, a former executive ofcer, is not included among “All Other NEOs (Average)” for 2021 in the right-hand graph
below. She was a NEO under SEC rules for 2021, but was an adviser and no longer an executive ofcer at the time her 2021
compensation package was set. As a result, her 2021 compensation package was not constructed applying the same program as
applied to our other named executive ofcers for 2021.
• Mr. Larsson was our second highest paid NEO in 2020 when he served as our President.
CEO Target Total Direct Compensation vs. 2nd Highest
Paid Named Executive Ofcer
($ in millions)
CEO Target Total Direct Compensation vs. All Other
Named Executive Ofcers
($ in millions)
2020 2021 2022
$8.0
1.8x
1.8x
$14.5
$5.2
2.3x
2.3x
$11.9
$5.7
2.1x
2.1x
$11.9
Second Highest Paid NEO
CEO
2020 2021 2022
$5.0
2.9x
2.9x
$14.5
$3.8
3.1x
3.1x
$11.9
$3.5
3.4x
3.4x
$11.9
All Other NEOs (Average)
CEO
Federal Income Tax Deductibility of Executive Compensation
The U.S. Tax Cuts and Jobs Act of 2017 made certain changes to Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Code”), effective for tax years beginning after December 31, 2017. These changes include subjecting the compensation of
all NEOs and certain other current ofcers to the $1 million per year deduction limit and eliminating the exclusion for qualied
performance-based compensation. We have not made any material changes to our compensation program in response to the
legislation. Our compensation philosophy and decisions were and are driven by factors other than deductibility. In some instances, we
determine it is in our best interest to provide compensation that is not fully deductible.
Employment Agreements, Termination of Employment, and Severance
We have employment agreements with all of our Named Executive Ofcers that generally provide them with severance benets and
provide PVH with the protection of restrictive covenants. We use employment agreements to attract and retain qualied executives who
could have job alternatives they might otherwise accept. All the agreements, other than Mr. Hagman’s, are evergreen; Mr. Hagman’s
is subject to a statutory retirement age. The material terms of these agreements are described under the heading “Employment
Contracts,” beginning on page 65. Exhibit B provides a list of the SEC lings that have a NEO employment agreement as an exhibit.
ClearBridge has advised us that the employment agreements for our U.S.-based executives provide benets that are generally “market,”
particularly within our industry peer group. The severance multipliers under the actively-employed NEOs’ agreements are as follows:
NEO Ordinary termination Termination following change in control
Stefan Larsson
2x base salary and target bonus 2x base salary and target bonus
Zachary J. Coughlin
2x base salary and target bonus 2x base salary and target bonus
James W. Holmes
2x base salary and target bonus 2x base salary and target bonus
Mark D. Fischer
2x base salary and target bonus 2x base salary and target bonus
Julie A. Fuller
2x base salary and target bonus 2x base salary and target bonus
Martijn Hagman
1x base salary and target bonus 1x base salary and target bonus
COMPENSATION DISCUSSION & ANALYSIS / PVH CORP. 2023 PROXY STATEMENT / 59
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).
Risk Considerations in Compensation Programs
Our compensation program is a pay-for-performance model; performance-based incentives constitute a signicant portion of the
compensation packages awarded to executives. We believe it is important to ensure that these incentives do not indirectly encourage
our associates to take actions that may conict with our long-term best interests. We address this concern in several ways.
Pay Mix
We believe that base salaries we pay, which do not engender risky behavior, are competitive and sufcient to retain and motivate our
executives. Our incentive compensation program consists of both short-term and long-term incentives, which encourage associates
to focus on both annual results and long-term sustainable performance. Although the majority of each NEO’s pay is variable, incentive
compensation is heavily weighted towards long-term components. These factors discourage risk-taking.
Capped Awards
The payouts of annual bonus and performance share unit awards are capped, even if our performance exceeds the predetermined
maximum goals. This mitigates the risk that associates may take unwise actions to enhance our 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.
Vesting Over Extended Periods
Stock options and restricted stock units generally do not vest fully for four years. This extended vesting period discourages
unnecessary or excessive risk-taking by maintaining sufcient future value that remains outstanding. Additionally, our Insider Trading
Policy prohibits hedging and other activities that could offset the benets of having these as long-term awards.
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 sufciently 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 certain other executives participate, are based on the same performance measures as those
that apply to NEO bonuses, which means that all PVH associates 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 nancial metrics that
differ from those in our Performance Incentive Bonus Plan and our annual management bonus program provides de minimis bonuses.
The performance goals for annual PSU awards made to our NEOs are split 50% between two typically three-year performance goals, and
they cliff vest at the end of the performance cycle if performance goals are achieved. Additionally, as payouts are subject to our audit
and the Compensation Committee’s determination that performance goals were achieved, and the Committee has the ability to adjust
payouts downward, we believe there are adequate controls over excessive risk taking and short-term focus.
Recoupment
Our Clawback Policy allows us to recover any incentive compensation paid or granted to any current or former Section 16 ofcer (the
executives whose compensation is subject to Compensation Committee review and approval) in the event of a restatement of our
nancial statements or a material breach of a material company policy.
Equity Ownership
Incentive compensation has a large stock component to it. The value of equity awards is best realized through long-term appreciation
of stockholder value, especially when coupled with our stock ownership guidelines. Since our NEOs are required to hold a prescribed
amount of our common stock, it is in their interest not to jeopardize stock appreciation.
Management identied the above items in a risk assessment of each component of the compensation program for our NEOs and
across PVH that was presented to the Compensation Committee and assessed by ClearBridge. The assessment veried our conclusion
that there is no signicant opportunity for excessive risk-taking arising from our overall compensation program that is reasonably likely
to have a material adverse effect on PVH.
60 / PVH CORP. 2023 PROXY STATEMENT / COMPENSATION DISCUSSION & ANALYSIS
Compensation Committee Report
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion
and Analysis section of this Proxy Statement. Based on this review and discussion, the Committee recommended to the Board that the
Compensation Discussion and Analysis section be included in this Proxy Statement.
Compensation Committee
Amanda Sourry, Chair
Michael M. Calbert
Allison Peterson
PVH CORP. 2023 PROXY STATEMENT / 61
Executive Compensation Tables
Summary Compensation Table
The Summary Compensation Table includes the 2020, 2021 and 2022 compensation data for our Named Executive Ofcers for
theyears in which they served as NEOs.
Name and
Principal Position
Fiscal
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
1
Option
Awards
($)
2
Non-Equity
Incentive Plan
Compensation
($)
3
Change in
Pension Value and
Non-qualied Deferred
Compensation Earnings
($)
4
All Other
Compensation
($)
5
Total
($)
Stefan Larsson
Chief Executive Ofcer,
PVH Corp.
2022
2021
2020
1,300,000
1,300,000
1,095,000
0
0
0
6,400,236
6,400,233
3,333,533
1,600,409
1,602,896
1,669,116
2,199,210
5,200,000
1,800,000
417,826
200,637
210,989
221,394
10,442
9,975
12,139,075
14,714,208
8,118,613
Zachary J.Coughlin
Executive Vice President
andChief Financial Ofcer
2022 705,114 0 2,140,275 750,513 596,854 N/A 280,447 4,473,203
James W.Holmes
Executive Vice President
andController
2022
2021
595,833
558,333
500,000
6
270,000
6
350,113
950,382
0
0
253,740
718,750
0
114,989
74,562
36,754
1,774,248
2,649,208
Mark D.Fischer
ExecutiveVice President,
General Counsel&
Secretary
2022 695,908 0 500,284 0 296,030 0 64,062 1,556,284
Julie A.Fuller
ExecutiveVice President,
Chief People Ofcer
2022
2021
725,000
683,333
200,000
7
300,000
7
800,528
800,483
500,342
502,112
463,112
1,050,000
110,971
46,325
10,763
212,712
2,810,716
3,594,965
Martijn Hagman
8
ChiefExecutive Ofcer,
Tommy Hilger Global and
PVH Europe
2022
2021
2020
1,019,861
968,405
770,372
0
0
0
1,900,395
850,479
1,750,124
1,100,067
502,112
352,606
747,199
1,718,722
767,515
N/A
N/A
N/A
87,610
43,086
33,228
4,855,132
4,082,804
3,673,845
Patricia Donnelly
FormerChief Executive
Ofcer, PVH Americas and
Calvin Klein Global
2022
2021
833,333
958,900
0
653,742
9
1,100,169
4,011,153
651,130
651,780
621,247
1,917,800
N/A
N/A
4,802,367
2,917
8,008,246
8,196,292
1 The compensation reported represents the aggregate grant date fair value of RSUs and PSUs granted in the scal 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.
62 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES
The following sets forth the breakdown between RSUs and PSUs of the referenced stock awards:
Name
Fiscal
Year
Restricted Stock Units
($)
Performance Share Unit Awards
($)
Total Stock Awards
($)
Stefan Larsson 2022
2021
2020
2,400,162
2,400,152
1,666,720
4,000,074
4,000,081
1,666,813
a
6,400,236
6,400,233
3,333,533
Zachary J.Coughlin 2022 1,540,153
b
600,122 2,140,275
James W.Holmes 2022
2021
350,113
950,382
b
N/A
N/A
350,113
950,382
Mark D.Fischer 2022 500,284 N/A 500,284
Julie A.Fuller 2022
2021
500,284
500,223
300,244
300,260
800,528
800,483
Martijn Hagman 2022
2021
2020
1,100,110
500,223
1,550,057
800,285
350,256
200,067
1,900,395
850,479
1,750,124
Patricia Donnelly 2022
2021
650,169
3,560,906
b
450,000
450,247
1,100,169
4,011,153
a Reects grant date value.The performance cycle for this award ended on April28, 2023. As certied on May2, 2023, based on the performance level achieved, 26,812 shares
were earned.
b Includes special RSU grants. See discussion on page 51 for the special grant made to Mr. Coughlin.
The fair value of RSUs is equal to the closing price of our common stock on the grant date multiplied by the number of units granted. The PSUs granted in 2022 and 2021 are
divided equally between market-based awards and non-market-based awards. All of the PSUs granted in 2020 are 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:
2022 2021 2020
Weighted Average Grant Date Fair Value Per PSU $103.28 $159.13 $64.81
Weighted Average Risk-Free Interest Rate 2.91% 0.33% 0.19%
Expected Annual Dividends Per Share $0.15 $0.15 $0.15
Weighted Average Company Volatility 64.02% 60.69% 52.05%
The fair value of PSUs reects the value of the award at the grant date based on the probable outcome of the performance conditions. Mr.Larsson’s awards granted in 2022 and
2021 are subject to a holding period of one year after the applicable vesting date. For such awards, the grant date fair values were discounted 6.90% and 8.40%, 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.
Name 2022 2021 2020
Stefan Larsson 7,038,549 7,134,636 2,772,281
Zachary J.Coughlin 982,777 N/A N/A
James W.Holmes N/A N/A N/A
Mark D.Fischer N/A N/A N/A
Julie A.Fuller 491,688 490,355 N/A
Martijn Hagman 1,310,569 572,003 329,372
Patricia Donnelly 736,933 735,299 N/A
2 The compensation reported represents the aggregate grant date fair value of stock options granted in the scal 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 scal year listed:
2022 2021 2020
Weighted Average Grant Date Fair Value Per Option $34.27 $48.28 $23.26
Weighted Average Risk-Free Interest Rate 2.50% 1.24% 0.48%
Expected Annual Dividends Per Share $0.15 $0.15 $0.15
Weighted Average Company Volatility 47.34% 47.58% 45.10%
Weighted Average Expected Option Term, InYears 6.25 6.25 6.25
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 63
3 The compensation reported consists of payouts under our Performance Incentive Bonus Plan earned with respect to performance cycles ended with the scal year listed.
4 The compensation reported consists of the changes in values under our Pension Plan and our Supplemental Pension Plan as follows:
Name Fiscal Year
Change in Pension Plan Value
($)
Change in Supplemental
Pension Plan Value
($)
Change in Pension Value and Non-qualied
Deferred Compensation Earnings
†
($)
Stefan Larsson 2022
2021
2020
1,527
32,538
19,734
416,299
168,099
191,255
417,826
200,637
210,989
Zachary J.Coughlin 2022 N/A N/A N/A
James W.Holmes 2022
2021
(198,179)
19,979
(203,084)
95,010
0
114,989
Mark D.Fischer 2022 (156,201) (411,829) 0
Julie A.Fuller 2022
2021
12,848
11,693
98,123
34,632
110,971
46,325
Martijn Hagman 2022
2021
N/A
N/A
N/A
N/A
N/A
N/A
Patricia Donnelly 2022
2021
N/A
N/A
N/A
N/A
N/A
N/A
† The amounts reported represent the aggregate change in the actuarial value of the NEOs’ accumulated benets under all dened benet plans. The amount reported for the
total change in pension present value for Mr.Holmes and Mr.Fischer in 2022 is zero, as the change in the aggregate value is negative.Mr. Hagman and Mr.Coughlin are not
participants in either plan. See discussion on page 55. Mr. Larsson became eligible to participate in the pension plans on July1, 2020. Ms. Donnelly’s employment terminated
effective November30, 2022 and she had not vested in her benets under either plan. Additional information regarding the two pension plans is included in this section under
the Pension Benets table and under the heading “Dened Benet Plans.” See page 74.
5 The following table provides additional information about the amounts that appear in the All Other Compensation column.
Perquisites Contributionsto
Dened
Contribution
Plans
a
($)
ExecutiveMedical
Premiums
($)
Termination-
Related
Compensation
($)
Total
($)Name Fiscal Year
Personal
Travel
($)
Other
($)
Stefan Larsson 2022
2021
2020
28,719
0
0
0
0
0
192,675
10,442
9,975
N/A
N/A
N/A
N/A
N/A
N/A
221,394
10,442
9,975
Zachary J.Coughlin 2022 0 250,812
b
29,635 N/A N/A 280,447
James W.Holmes 2022
2021
0
0
0
0
63,029
28,970
11,533
7,784
N/A
N/A
74,562
36,754
Mark D.Fischer 2022 0 0 52,529 11,533 N/A 64,062
Julie A.Fuller 2022
2021
0
0
0
202,416
d
10,763
10,296
N/A
N/A
N/A
N/A
10,763
212,712
Martijn Hagman 2022
2021
2020
22,652
c
25,406
c
20,202
c
0
0
0
64,958
17,680
13,026
N/A
N/A
N/A
N/A
N/A
N/A
87,610
43,086
33,228
Patricia Donnelly 2022
2021
0
0
0
0
24,226
2,917
N/A
N/A
4,778,141
e
N/A
4,802,367
2,917
a For U.S.-based NEOs, this represents contributions to our 401(k)plan and our Supplemental Savings Plan. For Mr.Hagman, this represents contributions to Zwitserleven
Pensioen Plan and our supplemental PVH Net Pension Plan. Both are dened contribution plans, the former for all associates and the latter for certain executives in our
European headquarters in Amsterdam.
b This amount consists of moving expenses and relocation expenses of $163,028 and a tax gross-up of $87,784.These expenses and the associated tax gross-ups were paid in
accordance with our Executive Relocation Policy.
c These amounts represent a car allowance. See discussion on page 66.
d This amount consists of moving expenses and relocation expenses of $194,113, a moving allowance of $5,000, and a tax gross-up on the moving allowance of $3,303.These
expenses and the associated tax gross-ups were paid in accordance with our Executive Relocation Policy.
e Termination-related compensation includes severance, medical benet coverage, coaching fees and the value of an award of RSUs, the vesting of which was accelerated.
Ms.Donnelly was entitled to severance pursuant to the provision of her employment agreement governing termination of employment by PVH without cause or by
Ms.Donnellyfor good reason. See pages 66.
6 Mr. Holmes was awarded a cash bonus of $750,000 in recognition of the increased responsibilities he assumed during the transition of our previous Chief Financial Ofcer’s
responsibilities and in recognition of Mr.Holmes’ contemplated appointment as Interim Chief Financial Ofcer. He received $250,000 of this bonus in August2021 and the
remaining $500,000 in July2022.Mr. Holmes also received a cash bonus of $20,000 in 2021 for the closure of the Heritage Brands transaction.
7 Ms. Fuller received a deferred cash sign-on bonus of $700,000 in connection with her commencement of employment with us in September2020. The bonus vests in three
installments, with $300,000 paid in September2021, $200,000 paid in September2022 and $200,000 to be paid in September2023, subject to certain conditions, including
her continued employment with us.
8 Mr. Hagman’s cash compensation was paid in euros and has been converted at average euro-to-U.S.dollar exchange rates over the applicable scal year. The rates were 1.0487 for
2022, 1.1762 for 2021 and 1.1508 for 2020.
9 Ms. Donnelly received a cash sign-on bonus in 2021 in connection with her commencement of employment with us.
64 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES
Grants of Plan-Based Awards
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards
Estimated Future Payouts Under
Equity Incentive Plan Awards
1
AllOther
Stock
Awards:
Number of
Shares of
Stock or
Units
2
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
3
(#)
Exercise
or Base
Price of
Option
Awards
($/sh)
Grant Date
Fair Value
of Stock
and Option
Awards
($)Name Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
Stefan
Larsson
4/6/2022 46,700 71.51 1,600,409
4/6/2022 33,564 2,400,162
5/2/2022 23,534 47,068 94,136 4,000,074
5/2/2022
4
1,300,000 2,600,000 5,200,000
ZacharyJ.
Coughlin
4/6/2022 21,900 71.51 750,513
4/6/2022 10,492 750,283
5/2/2022 10,564 789,870
5/2/2022 3,286 6,572 13,144 600,122
5/2/2022
4
352,793 705,585 1,411,170
JamesW.
Holmes
4/6/2022 4,896 350,113
5/2/2022
4
150,000 300,000 750,000
MarkD.
Fischer
4/6/2022 6,996 500,284
5/2/2022
4
175,000 350,000 875,000
Julie A.
Fuller
4/6/2022 14,600 71.51 500,342
4/6/2022 6,996 500,284
5/2/2022 1,644 3,288 6,576 300,244
5/2/2022
4
273,750 547,500 1,095,000
Martijn
Hagman
4/6/2022 32,100 71.51 1,100,067
4/6/2022 15,384 1,100,110
5/2/2022 4,382 8,764 17,528 800,285
5/2/2022
4,5
524,350 1,048,700 1,835,225
Patricia
Donnelly
4/6/2022 19,000 71.51 651,130
4/6/2022 9,092 650,169
5/2/2022 2,464 4,928 9,856 450,000
5/2/2022
4
500,000 1,000,000 2,000,000
1 These amounts represent potential payouts of PSU awards. See discussion on pages 52.
2 These amounts represent RSU awards. See discussion on page 51.
3 These amounts represent stock option awards. See discussion on page 51.
4 These amounts represent potential payout opportunities for annual bonus awards under our Performance Incentive Bonus Plan with respect to 2022 performance. Mr.Coughlin’s
potential payout opportunities are prorated for the number ofdays he was employed.
5 Potential cash payouts for Mr.Hagman have been converted at a euro-to-U.S.dollar exchange rate of 1.0487, which was the average exchange rate for 2022.
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 65
Narrative Disclosure to Summary Compensation Table and
Grants of Plan-Based Awards Table
Employment Contracts


Patricia Donnelly

For ease of reading, the description immediately below is in
the present tense even as applied to Ms. Donnelly (whose

Our employment agreements with each of Messrs. Larsson,
Coughlin, Holmes and Fischer, and Mses. Fuller and Donnelly,

executives during their employment and set forth their rights to
severance upon termination of employment. The agreements

covenants include prohibitions during and after employment

associates for employment by themselves or anyone else,
competing against PVH by accepting employment or being

business relationships. The agreements provide for an annual
review of base salaries and permit only upward adjustments of
salary.

Generally, each executive is entitled to severance only if the
executive’s employment is terminated by PVH without “cause” or
if the executive terminates the executive’s employment for “good
reason.”

 
performance of the material responsibilities of the executive’s
position that results in material economic harm to us or our


• the executive’s willful and continued failure to perform
substantially the executive’s duties (other than any such failure

• the executive’s conviction of, or plea of guilty or nolo
contendere 


• the executive’s having willfully divulged, furnished or made


• any act or failure to act by the executive that, under the


• any material breach of the employment agreement, our Code
of Business Conduct and Ethics or any other material policy of
PVH and its subsidiaries.

• the assignment to the executive of any duties that are
inconsistent in any material respect with the executive’s
position or any other action that results in a material

 
that he no longer reports directly to the Board, Chief Executive

• for Messrs. Coughlin and Fischer and Ms. Fuller only, a change
in their reporting relationship such that they no longer report

• for Ms. Donnelly only, a change in her reporting relationship
such that she no longer reports directly to the Chief Executive


relationship changes such that she reports to the President

relationship will not constitute the basis for her to terminate
her employment for Good Reason only if other executives of
the company with comparable responsibilities also report to

• for Messrs. Holmes and Fischer only, a reduction of base

• for Messrs. Larsson and Coughlin and Mses. Fuller and
Donnelly only, a reduction of their base salary, unless the
Board imposes similar reductions in base salaries for other

 
aggregate value of the executive’s total compensation


 
nominated for reelection to the Board at the expiration of each

• requiring that the executive’s services be rendered primarily at



 

member of the board of directors of the top-most company in
the chain of companies resulting from such change in control
at any time during the one-year period following such change

of employment for any reason or cessation of service as a

66 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES

termination of employment for good reason as is described
above, or by us for any reason other than death, disability or
cause as is described above, in each case when occurring within



of employment, to the extent then outstanding, will become fully
vested as of the date his employment is terminated and will
be settled in accordance with the applicable underlying award
agreement.
Ms. Fuller’s agreement provides that in the event of a termination
of employment for good reason as is described above, or by
us for any reason other than death, disability or cause as is



commencement of employment, to the extent then outstanding,
will become fully vested as of the date her employment is

such termination.
Ms. Donnelly’s agreement provides that in the event of a
termination of employment for good reason as is described
above, or by us for any reason other than death, disability or
cause as is described above, in each case occurring within

to the extent then outstanding, will become fully vested as of
the date her employment is terminated and will be settled in
accordance with the applicable underlying award agreement.
All of the employment agreements provide that if the receipt of
the foregoing severance would subject the executive to the excise

Code, the executive’s severance would be reduced by the amount
required to avoid the excise tax if such a reduction would give the
executive a better after-tax result than if the executive received
the full severance amount.





employment agreement provides that he will serve as the Chief

in such other position or positions as our Executive Chairman,

provides that his base salary is subject to annual review and
upward adjustment, and may not be reduced without his consent
unless the Board imposes similar reductions in base salaries for


month.
• our failure to require any successor to assume expressly and
agree to perform the executive’s employment agreement.
Generally, in the event of a termination of employment without
cause or for good reason, each of these executives is entitled
to two times the sum of the executive’s base salary plus an
amount equal to the bonus that would be payable if target-level
performance were achieved under the annual bonus plan (if



require the applicable NEO to execute a release of claims in
our favor in order to receive these payments. All such amounts

substantially equal installments.
The agreements provide that for the two-year period following the
termination of the executive’s employment without cause or for
good reason, medical, dental and life insurance coverages are
continued for the executive (and the executive’s family, to the

to cessation if the executive obtains replacement coverage from
another employer (although there is no duty to seek employment

employee rate, if any, for such coverage.
Ms. Donnelly’s agreement provides that in the event of a
termination of employment without cause or for good reason, the

granted to her to replace equity awards of her former employer,
to the extent then outstanding, will become fully vested as of
the date her employment is terminated and will be settled in
accordance with the applicable underlying award agreement.

Each of the NEOs also is entitled, in lieu of the above and subject
to executing a release of claims in our favor, to severance upon
the termination of their employment without cause or for good


receive an aggregate amount equal to two times the sum of the
executive’s base salary plus an amount equal to the bonus that
would be payable if target-level performance were achieved under



This amount will be paid in a lump sum if the change in control
constitutes a “change in the ownership” or a “change in the
effective control” of PVH or a “change in the ownership of a
substantial portion of PVH’s assets” (each within the meaning of


These executives also would receive comparable medical, dental
and life insurance coverage for themselves and their families for
the two-year period immediately following such a termination,
without a duty to mitigate or obtain replacement coverage from a
subsequent employer.
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 67







good reason (other than during the two-year period following a



be payable if target-level performance were achieved under PVH’s



This severance payment will be deemed to include the statutory

law. The severance amount is payable in accordance with the




delivering a settlement agreement to us.






delivering a settlement agreement to us.



payments, in consideration of his covenant not to compete.




the statutory severance amount provided for under Dutch law.

severance if the business or operating unit or division in which

otherwise disposed of by PVH, regardless of the form or nature

in substantially the same or a greater capacity in regard to the
Business as immediately prior to the transaction, regardless of

employment in connection with such transaction (whether or not

to be assumed by the purchaser or other acquirer of the Business
or is to be continued as a result of the purchase, spin off or
other transaction involving a change in control of the entity then

the same or a greater capacity in regard to the Business and



to severance upon termination of employment. Generally,

terminated without “cause” or if he terminates employment for
“good reason.”

 

position that results in material economic harm to us or our


 
substantially his duties (other than any such failure resulting

 nolo contendere
to, a felony or comparable crime within the meaning of


 


 


 
agreement, our Code of Business Conduct and Ethics or any

• other urgent reason within the meaning of the Dutch Civil
Code.

 
any material respect with his position, or any other action by us

 
no longer reports directly to the Board, the Executive Chairman,



• a reduction of base salary, unless the Board imposes similar
reductions in base salaries for other similarly situated

• the taking of any action by us that substantially diminishes


provided to him, in each case relative to all other similarly

 
a location or locations more than 75 miles from our principal

• our failure to require any successor to assume expressly and

68 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES

change in control, in addition to the severance arrangements
described above.
Stock Incentive Plan

restricted stock units, performance share units and other
stock-based awards. To date, we have granted to the NEOs


issuable performance share units and restricted stock units.
The following describes the effect on stock option, restricted
stock unit, and performance share unit awards (the only types of

change in control.

consistent with those offered to similarly situated executives with


prohibitions during and following employment against

associates for employment by himself or anyone else, interfering
with our business relationships, and competing against us by

competitor of our businesses or products as of the date of
termination or any business that we are planning to engage in or
products that we are planning to develop or launch.

There are a number of other arrangements that would result in

Stock options
The following sets forth the effect of certain triggering events on stock options prior to their exercise or expiration.
Death Unvested stock options become exercisable and, together with already exercisable


 Unvested stock options that are assumed by the acquirer continue on the same terms
and will become immediately exercisable in the event of the participant’s termination of
employment (other than for “cause” or without “good reason,” as and if such terms are

following the change in control.
Unvested stock options that are not assumed by the acquirer become immediately
exercisable.
Disability Unvested stock options become immediately exercisable and, together with already


Retirement Unvested stock options become immediately exercisable, except that awards granted in

calendar year of the grant. Stock options that vest, together with already exercisable


Voluntary Termination/Termination


1
Unvested stock options are forfeited.


1 “Goodreason”isasdenedinaparticipant’semploymentagreement(ifany).“Cause”isasdenedintheStockIncentivePlanunlessaparticipant’semploymentagreement(if
any)providesitcontrols.
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 69
Restricted stock units
The following sets forth the effect of certain triggering events on RSUs prior to their vesting.
Death/Disability
All outstanding restricted stock units vest in full.

All outstanding restricted stock units that are assumed by an acquirer upon a change
in control will continue to vest on their original schedule and only vest in full on an
accelerated basis after termination of employment (other than for “cause” or without

i.e
All outstanding restricted stock units that are not assumed by an acquirer upon a change
in control will vest in full on an accelerated basis upon the change in control.
Retirement
All outstanding restricted stock units generally vest in full, except that restricted stock
units granted in the year of retirement are forfeited immediately if the recipient retires

Voluntary Termination/Termination


1
All outstanding restricted stock units are forfeited immediately.
1 “Goodreason”isasdenedinaparticipant’semploymentagreement(ifany).“Cause”isasdenedintheStockIncentivePlanunlessaparticipant’semploymentagreement(if
any)providesitcontrols.
Performance share units
The following sets forth the effect on performance share units of certain triggering events occurring during a performance cycle.
Death 
of the performance cycle worked by the participant.
 
the performance level achieved as of the date of the change in control (if calculable at the


time-based and will vest upon the earlier of the participant’s termination of employment


change in control or the scheduled end of the performance cycle (i.e., 
Awards not assumed by the acquirer upon a change in control will be deemed to have




worked by the participant.
Disability The participant will receive the payout, if any, that would have been payable for the

participant.
Retirement The participant will receive the full payout, if any, that would have been payable for the


a payout.


1
The participant will receive the payout, if any, that would have been payable for the



of the grant date will not receive a payout.
1 “Goodreason”isasdenedinaparticipant’semploymentagreement(ifany).“Cause”isdenedintheStockIncentivePlanunlessaparticipant’semploymentagreement(ifany)
providesitcontrols.
70 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES

award.



Performance Incentive Bonus Plan

certain triggering events occurring during a performance cycle.
Death 
the performance cycle worked by the participant.
 
performance cycle worked by the participant.
Disability/Retirement/Termination


1
The participant will receive the payout, if any, that would have been payable for the

participant.
1 “Goodreason”isasdenedundertheparticipant’semploymentagreement(ifany).“Cause”isasdenedinthePlanunlessaparticipant’semploymentagreement(ifany)provides
itcontrols.

award.





are typically made in cash. There were no awards made under this plan that were outstanding at any time during 2022. The following

Death 
of the performance cycle worked by the participant.
 The award will be deemed time-based and will be payable at the target-level of
performance upon the earlier of the participant’s termination of employment (other than

i.e., 
Disability The participant will receive the payout, if any, that would have been payable for the

participant.


Reason”
1


portion of the performance cycle worked by the participant. A participant who is terminated

1 “Goodreason”isasdenedundertheparticipant’semploymentagreement(ifany).“Cause”isasdenedinthePlanunlessaparticipant’semploymentagreement(ifany)provides
itcontrols.

award.



EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 71

Option Awards
1
Stock Awards
Name
Dateof
Grant
Numberof
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Numberof
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Numberof
Sharesor
Units
ofStock
That
HaveNot
Vested
2
(#)
Market
Value of
Shares or
Unitsof
Stock
That Have
Not
Vested
3
($)
Equity
Incentive
PlanAwards:
Numberof
Unearned
Shares,
Unitsor
Other
Rights
ThatHaveNot
Vested
4
(#)
Equity
Incentive
PlanAwards:
Marketor
PayoutValue
ofUnearned
Shares,
Unitsor
OtherRights
ThatHave
NotVested
3
($)
Stefan Larsson 6/3/2019 40,125 13,375 87.72 6/3/2029
4/14/2020 28,800 28,800 47.96 4/14/2030
9/10/2020 8,850 8,850 67.05 9/10/2030
4/5/2021 8,300 24,900 104.30 4/5/2031
4/6/2022 0 46,700 71.51 4/6/2032
6/3/2019 4,725 375,944
4/14/2020 9,206 809,576
9/10/2020 5,844 513,921
4/5/2021 17,259 1,517,756
4/6/2022 33,564 2,951,618
4/29/2020
5
35,140 3,090,212
9/10/2020
6
6,536 574,776
5/3/2021
7
45,876 4,034,335
5/2/2022
8
58,835 5,173,950
 4/6/2022 0 21,900 71.51 4/6/2032
4/6/2022 10,492 922,666
5/2/2022 10,564 928,998
5/2/2022
8
8,215 722,427
 5/1/2013 1,400 0 115.05 5/1/2023
4/3/2014 1,300 0 124.53 4/3/2024
4/2/2015 1,500 0 107.47 4/2/2025
10/1/2015 1,000 0 99.94 10/1/2025
4/1/2016 3,800 0 99.39 4/1/2026
4/5/2019 688 60,503
4/14/2020 1,376 121,005
9/10/2020 1,626 142,990
4/5/2021 4,317 379,637
4/5/2021 2,517 221,345
4/6/2022 4,896 430,554
 4/2/2015 3,500 0 107.47 4/2/2025
4/1/2016 5,100 0 99.39 4/1/2026
4/5/2019 983 86,445
4/14/2020 1,966 172,890
9/10/2020 2,324 204,373
4/5/2021 3,597 316,320
4/5/2021 3,597 316,320
4/6/2022 6,996 615,228
72 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES
Option Awards
1
Stock Awards
Name
Dateof
Grant
Numberof
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Numberof
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Numberof
Sharesor
Units
ofStock
That
HaveNot
Vested
2
(#)
Market
Value of
Shares or
Unitsof
Stock
That Have
Not
Vested
3
($)
Equity
Incentive
PlanAwards:
Numberof
Unearned
Shares,
Unitsor
Other
Rights
ThatHaveNot
Vested
4
(#)
Equity
Incentive
PlanAwards:
Marketor
PayoutValue
ofUnearned
Shares,
Unitsor
OtherRights
ThatHave
NotVested
3
($)
 4/5/2021 2,600 7,800 104.30 4/5/2031
4/6/2022 0 14,600 71.51 4/6/2032
10/1/2020 3,576 314,473
10/1/2020 2,747 241,571
4/5/2021 3,597 316,320
4/6/2022 6,996 615,228
5/3/2021
7
3,153 277,275
5/2/2022
8
4,110 361,433
 4/28/2015 625 0 103.24 4/28/2025
4/1/2016 1,450 0 99.39 4/1/2026
6/15/2020 4,300 4,300 50.17 6/15/2030
9/10/2020 2,950 2,950 67.05 9/10/2030
4/5/2021 2,600 7,800 104.30 4/5/2031
4/6/2022 0 32,100 71.51 4/6/2032
4/5/2019 590 51,885
7/1/2019 5,250 461,685
4/14/2020 1,180 103,769
6/15/2020 198 17,412
8/3/2020 12,188 1,071,813
9/10/2020 1,618 142,287
4/5/2021 3,597 316,320
4/6/2022 15,384 1,352,869
6/15/2020
9
2,946 259,071
9/10/2020
6
1,354 119,071
5/3/2021
7
3,678 323,443
5/2/2022
8
10,955 963,383
Patricia Donnelly 4/5/2021 3,375 0 104.30 2/28/2023
5/3/2021
7
2,489 218,883
1 Stockoptionsvestinfourequalinstallmentsoneachoftherstfouranniversariesofthegrantdate.
2 TheseawardsconsistofRSUs.Awardsvestinfourequalinstallmentsoneachoftherstfouranniversariesofthegrantdate,exceptfortheawardsgrantedto(i)Mr.CoughlininMay2022
(10,564RSUs),ofwhich50%vestedontherstanniversaryofthegrantdateand50%willvestonthesecondanniversary;(ii)Mr.HolmesinApril2021(4,317RSUsoutstanding),of
which25%vestedoneachoftherstandsecondanniversariesofthegrantdateand50%willvestonthethird;(iii)Mr.FischerinApril2021(3,597RSUsoutstanding)ofwhich25%
vestedoneachoftherstandsecondanniversariesofthegrantdateand50%willvestonthethird;(iv)Ms.FullerinOctober2020(2,747RSUsoutstanding),ofwhichapproximately
52%vestedontherstanniversaryofthegrantdate,approximately33%vestedonthesecondanniversary,andapproximately15%willvestonthethird;and(v)Mr.Hagmanin
August2020(12,188RSUsoutstanding),ofwhich25%vestedoneachoftherstandsecondanniversariesofthegrantdateand50%willvestonthethird.
3 ThemarketvalueofunvestedRSUsandunvestedPSUswascalculatedbymultiplyingthenumberofunitsby$87.94,theclosingpriceofourcommonstockonJanuary27,2023,
thelastbusinessdayof2022.
4 AllawardsarePSUs.Thenumberofsharesassumesservicefortheentirethree-yearperformancecycle,exceptwithrespecttoMs.Donnelly.Theawardsgenerallypayoutonapro
ratabasisiftheNEOdoesnotworkfortheentirecycle.Ms.Donnelly’sshareshavebeenproratedtoreecttheactualnumberofdaysshewasemployedduringtheapplicable
performancecycles.
5 Theabovetableshowsthenumberofsharesatmaximumlevel,astheestimatedpayoutasoftheendof2022wasbetweentargetandmaximumperformance.Theperformance
cycleforthisawardendedonApril28,2023.AscertiedonMay2,2023,basedontheperformancelevelachieved,26,812shareswereearned.
6 TheseawardswillvestinSeptember2023iftheperformancecriteriaaresatised.Theabovetableshowsthenumberofsharesattargetlevel,astheestimatedpayoutasofthe
endof2022wasbetweenthresholdandtarget.
7 Theportionoftheawardstiedtotheone-yearEBITmeasurewillvest,andtheportiontiedtothethree-yearTSRmeasurewillvestiftherelativeTSRperformancecriteriaaresatised,in
eachcaseinMay2024.Thetableshows(1)thecorporateEBITportionoftheawardsatmaximumlevel,astheperformanceperiodhasendedandmaximum-levelperformancewas
achieved,and(2)therelativeTSRportionoftheawardsattargetlevel,astheestimatedpayoutasoftheendof2022wasbetweenthresholdandtarget.
8Theportionoftheawardstiedtothethree-yearEBITmeasureandtheportiontiedtothethree-yearTSRmeasurewillvestiftheEBITandrelativeTSRperformancecriteriaaresatised,in
eachcaseinMay2025.Thetableshows(1)thecorporateEBITportionoftheawardsatthresholdlevel,astheestimatedpayoutasoftheendof2022wasbelowthresholdperformance,
and(2)therelativeTSRportionoftheawardsatmaximumlevel,astheestimatedpayoutasoftheendof2022wasbetweentargetandmaximum.Seediscussiononpage52.
9 TheseawardswillvestinJune2023iftheperformancecriteriaaresatised.Theabovetableshowsthenumberofsharesatmaximumlevel,astheestimatedpayoutasoftheend
of2022wasbetweentargetandmaximum.
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 73
Option Exercises and Stock Vested
Option Awards Stock Awards
Name
Number of
Shares
Acquired
on Exercise
(#)
Value
Realized on
Exercise
1
($)
Number of
Shares
Acquired on
Vesting
(#)
Value
Realized on
Vesting
2
($)
Stefan Larsson 0 0 17,553 1,273,296
 0 0 0 0
 0 0 5,026 362,117
 0 0 6,165 442,933
 0 0 8,852 431,101
 0 0 12,485 801,233
Patricia Donnelly 0 0 29,464 2,099,689
1 Thevaluerealizedonexerciseequalsthepriceofourcommonstockonthedateofexerciselesstheexerciseprice,multipliedbythenumberofsharesacquireduponexercise.
2 Thevaluerealizedonvestingequalsthepriceofourcommonstockonthedateofvestingmultipliedbythenumberofsharesvested.

Name Plan name
Number of
Years Credited
Service
(#)
Present
Value of
Accumulated
Benet
1
($)
Payments
During Last
Fiscal Year
($)
Stefan Larsson PensionPlan
2
2.5833 53,799 0
SupplementalPensionPlan
2
2.5833 775,683 0
 PensionPlan
2
N/A N/A N/A
SupplementalPensionPlan
2
N/A N/A N/A
 PensionPlan
2
26.3333 439,967 0
SupplementalPensionPlan
2
26.3333 796,681 0
 PensionPlan
2
22.5833 761,518 0
SupplementalPensionPlan
2
22.5833 2,358,219 0
 PensionPlan
2
1.3333 24,541 0
SupplementalPensionPlan
2
1.3333 132,755 0
 PensionPlan N/A N/A N/A
SupplementalPensionPlan N/A N/A N/A
Patricia Donnelly PensionPlan
2
0.6667 N/A 0
SupplementalPensionPlan
2
0.6667 N/A 0
1 See Note12,“RetirementandBenetPlans,”intheNotestoConsolidatedFinancialStatementsincludedinItem8ofourAnnualReportonForm10-Kforthescalyearended
January29,2023,fortheassumptionsusedincalculatingthepresentvalueoftheaccumulatedbenet.
2 PensionandSupplementalPensionPlancreditedserviceandactuarialvaluesarecalculatedasofJanuary29,2023,whichisthepensionplanmeasurementdatethatweuse
fornancial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January29,2023,arecalculatedbasedonthefollowingassumptions:(i)forannuitypaymentsinthequaliedplan,thePRI-2012mortalitytable,and
theMP-2021mortalityimprovementprojectionscale,aspublishedbytheSocietyofActuaries;(ii)a5.19%discountrate;(iii)formofpaymentinthequaliedplanasfollows:
70%assumedtoelectalumpsum;15%assumedtoelectalifeannuity,7.5%assumedtoelecta50%jointandsurvivor,and7.5%assumedtoelecta100%jointandsurvivor;
and(iv)SPPlumpsumvaluesbasedontheassumptionsprescribedunderthePensionProtectionActof2006(theseincludethemandatedunisexmortalitytablespeciedbyIRS
Notice2017-60,basedontheRP-2014table,withprojectedmortalityimprovements,andDecember2022segmentratesof4.84%forpaymentsexpectedtobemadefortherst
5years,5.15%forpaymentsbetween5and20years,and4.85%forpaymentsmadeafter20years,forpaymentsprojectedtobemadeafter20years.
74 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES

Pension Plan
We maintain pension plans for certain of our U.S.-based associates, which we refer to collectively in this section as the “Pension Plan”

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 year.






compensation over the Social Security average breakpoint (dollar amount determined by the year in which the participant reaches












prevent a break in service. Participants will not incur a break in service due to any leave of absence in accordance with the provisions

period under federal law.
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 75




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%



AgeatCommencement 10 11 12 13 14 15 16 17 18 19 20
64 95.00% 95.15% 95.30% 95.45% 95.60% 95.75% 95.90% 96.05% 96.20% 96.35% 96.50%
63 90.00% 90.30% 90.60% 90.90% 91.20% 91.50% 91.80% 92.10% 92.40% 92.70% 93.00%
62 85.00% 85.45% 85.90% 86.35% 86.80% 87.25% 87.70% 88.15% 88.60% 89.05% 89.50%
61 80.00% 80.60% 81.20% 81.80% 82.40% 83.00% 83.60% 84.20% 84.80% 85.40% 86.00%
60 75.00% 75.75% 76.50% 77.25% 78.00% 78.75% 79.50% 80.25% 81.00% 81.75% 82.50%
59 70.00% 70.90% 71.80% 72.70% 73.60% 74.50% 75.40% 76.30% 77.20% 78.10% 79.00%
58 65.00% 66.05% 67.10% 68.15% 69.20% 70.25% 71.30% 72.35% 73.40% 74.45% 75.50%
57 60.00% 61.20% 62.40% 63.60% 64.80% 66.00% 67.20% 68.40% 69.60% 70.80% 72.00%
56 55.00% 56.35% 57.70% 59.05% 60.40% 61.75% 63.10% 64.45% 65.80% 67.15% 68.50%
55 50.00% 51.50% 53.00% 54.50% 56.00% 57.50% 59.00% 60.50% 62.00% 63.50% 65.00%

AgeatCommencement 21 22 23 24 25 26 27 28 29 30
64 96.65% 96.80% 96.95% 97.10% 97.25% 97.40% 97.55% 97.70% 97.85% 98.00%
63 93.30% 93.60% 93.90% 94.20% 94.50% 94.80% 95.10% 95.40% 95.70% 96.00%
62 89.95% 90.40% 90.85% 91.30% 91.75% 92.20% 92.65% 93.10% 93.55% 94.00%
61 86.60% 87.20% 87.80% 88.40% 89.00% 89.60% 90.20% 90.80% 91.40% 92.00%
60 83.25% 84.00% 84.75% 85.50% 86.25% 87.00% 87.75% 88.50% 89.25% 90.00%
59 79.90% 80.80% 81.70% 82.60% 83.50% 84.40% 85.30% 86.20% 87.10% 88.00%
58 76.55% 77.60% 78.65% 79.70% 80.75% 81.80% 82.85% 83.90% 84.95% 86.00%
57 73.20% 74.40% 75.60% 76.80% 78.00% 79.20% 80.40% 81.60% 82.80% 84.00%
56 69.85% 71.20% 72.55% 73.90% 75.25% 76.60% 77.95% 79.30% 80.65% 82.00%
55 66.50% 68.00% 69.50% 71.00% 72.50% 74.00% 75.50% 77.00% 78.50% 80.00%
76 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES



Life-only annuity


following the retirement date. After death, no additional payments are made.
50% joint & survivor annuity






received during the participant’s lifetime.
100% (or 75% or 66
²
³
%) joint & survivor annuity



²
³


Life & period certain annuity


lives longer than the period of time elected. However, if the participant receives less than the guaranteed number of payments before

payments to be made.




participant’s life, even if the guaranteed lump sum value is exceeded.

This option allows a participant who retires early to receive an increased monthly payment from the Pension Plan until the participant


Lump sum payments


to the actuarial equivalent value of the life-only annuity, determined after application of the Early Retirement Factors described above,

Supplemental Pension Plan




The Supplemental Pension Plan was created to provide deferred compensation to highly compensated individuals in an effort to
promote continuity of management and increase incentive and personal interest in the welfare of the company on the part of those
who are or may become primarily responsible for shaping and carrying out our long-range plans and securing our continued growth and

EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 77


Pension Plan and the balance is paid out under the Supplemental Pension Plan.






 
 
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


plan year in which the deferral begins, and, if the deferral period extends beyond the close of the plan year, the interest rate for the



Name
Executive
Contributions
in Last
Fiscal Year
1
($)
Registrant
Contributions
in Last
Fiscal Year
1
($)
Aggregate
Earnings
in Last
Fiscal Year
2
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance
at Last
Fiscal Year
3
($)
Stefan Larsson 312,000 182,000 (28,038) — 465,962
 19,125 11,156 3,526 — 44,964
 104,563 52,281 14,306 — 872,284
 77,167 41,781 25,790 — 1,662,658
 — — — — —
 N/A N/A N/A N/A N/A
Patricia Donnelly 38,231 16,468 2,990 — 57,689
1 AmountsarereportedintheSummaryCompensationTablefor2022.
2 AmountsarenotreportedintheSummaryCompensationTable.
3 TheamountsshownincludeamountsthatwerereportedintheSummaryCompensationTablefor2020and2021.Theaggregateofthepreviouslyreportedamountsis$56,022for
Mr.Holmesonly.
78 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES

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
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
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



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
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




creditors in the event of bankruptcy or insolvency.
Participant contributions, as well as our matching contributions, made before 2022 for participating NEOs, are measured against the


against various investment options. Participants’ accounts may appreciate and/or depreciate depending upon the performance of their
investment choices.


As part of the enrollment process, participants can elect to have their vested amount under the SSP distributed following termination in
one of the following four ways:
 
 
 
 







will be measured against the investment funds elected by the participant.
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 79

Provisions

in the event of a termination of employment or a change in control. For more information, see “Narrative Disclosure to Summary

The following tables disclose the potential payments upon termination of employment or change in control with respect to each NEO,
other than Ms. Donnelly, whose employment already had terminated. The assumptions used are set forth below the last table.
Stefan Larsson
Voluntary
Termination
atJanuary29,
2023
Retirementat
January29,
2023
Deathat
January29,
2023
Disabilityat
January29,
2023
Termination
Without
Causeorfor
GoodReason
atJanuary29,
2023
Termination
forCauseat
January29,
2023
Termination
Without
Causeorfor
GoodReason
UponChange
inControlat
January29,
2023
1
SeveranceValue
2
$0 $0 $0 $0 $7,800,000 $0 $7,800,000
PerformanceIncentiveBonusPlan
3
0 0 0 0 0 0 0
Valueof“inthemoney”unexercisable
stockoptions
4
0 0 2,106,524 2,106,524 0 0 2,106,524
Valueofunvestedrestrictedstockunits
5
0 0 6,168,815 6,168,815 0 0 6,168,815
Valueofunvestedperformanceshare
units
6
0 0 5,248,426 5,195,382 4,471,194 0 5,248,426
Welfarebenefitsvalue
7
0 0 0 0 46,964 0 46,964
Payoutadjustment
8
0 0 0 0 0 0 0
Total $0 $0 $13,523,765 $13,470,721 $12,318,158 $0 $21,370,729
Zachary J.Coughlin
Voluntary
Termination
atJanuary29,
2023
Retirementat
January29,
2023
Deathat
January29,
2023
Disabilityat
January29,
2023
Termination
Without
Causeorfor
GoodReason
atJanuary29,
2023
Termination
forCauseat
January29,
2023
Termination
Without
Causeorfor
GoodReason
UponChange
inControlat
January29,
2023
1
SeveranceValue
2
$0 $0 $0 $0 $3,400,000 $0 $3,400,000
PerformanceIncentiveBonusPlan
3
0 0 0 0 0 0 0
Valueof“inthemoney”unexercisable
stockoptions
4
0 0 359,817 359,817 0 0 359,817
Valueofunvestedrestrictedstockunits
5
0 0 1,851,665 1,851,665 0 0 1,851,665
Valueofunvestedperformanceshare
units
6
0 0 143,562 101,118 0 0 143,562
Welfarebenefitsvalue
7
0 0 0 0 46,964 0 46,964
Payoutadjustment
8
0 0 0 0 0 0 0
Total $0 $0 $2,355,044 $2,312,600 $3,446,964 $0 $5,802,008
80 / PVH CORP. 2023 PROXY STATEMENT / EXECUTIVE COMPENSATION TABLES
James W.Holmes
Voluntary
Termination
atJanuary29,
2023
Retirementat
January29,
2023
Deathat
January29,
2023
Disabilityat
January29,
2023
Termination
Without
Causeorfor
GoodReason
atJanuary29,
2023
Termination
forCauseat
January29,
2023
Termination
Without
Causeorfor
GoodReason
UponChange
inControlat
January29,
2023
1
SeveranceValue
2
$0 $0 $0 $0 $1,800,000 $0 $1,800,000
PerformanceIncentiveBonusPlan
3
0 0 0 0 0 0 0
Valueof“inthemoney”unexercisable
stockoptions
4
0 0 0 0 0 0 0
Valueofunvestedrestrictedstockunits
5
0 0 1,356,035 1,356,035 0 0 1,356,035
Valueofunvestedperformanceshare
units
6
N/A N/A N/A N/A N/A N/A N/A
Welfarebenefitsvalue
7
0 0 0 0 69,266 0 69,266
Payoutadjustment
8
0 0 0 0 0 0 0
Total $0 $0 $1,356,035 $1,356,035 $1,869,266 $0 $3,225,301
Mark D.Fischer
Voluntary
Termination
atJanuary29,
2023
Retirementat
January29,
2023
Deathat
January29,
2023
Disabilityat
January29,
2023
Termination
Without
Causeorfor
GoodReason
atJanuary29,
2023
Termination
forCauseat
January29,
2023
Termination
Without
Causeorfor
GoodReason
UponChange
inControlat
January29,
2023
1
SeveranceValue
2
$0 $0 $0 $0 $2,100,000 $0 $2,100,000
PerformanceIncentiveBonusPlan
3
0 0 0 0 0 0 0
Valueof“inthemoney”unexercisable
stockoptions
4
0 0 0 0 0 0 0
Valueofunvestedrestrictedstockunits
5
0 0 1,711,576 1,711,576 0 0 1,711,576
Valueofunvestedperformanceshare
units
6
N/A N/A N/A N/A N/A N/A N/A
Welfarebenefitsvalue
7
0 0 0 0 69,266 0 69,266
Payoutadjustment
8
0 0 0 0 0 0 0
Total $0 $0 $1,711,576 $1,711,576 $2,169,266 $0 $3,880,842
Julie A.Fuller
Voluntary
Termination
atJanuary29,
2023
Retirementat
January29,
2023
Deathat
January29,
2023
Disabilityat
January29,
2023
Termination
Without
Causeorfor
GoodReason
atJanuary29,
2023
Termination
forCauseat
January29,
2023
Termination
Without
Causeorfor
GoodReason
UponChange
inControlat
January29,
2023
1
SeveranceValue
2
$0 $0 $0 $0 $2,555,000 $0 $2,755,000
PerformanceIncentiveBonusPlan
3
0 0 0 0 0 0 0
Valueof“inthemoney”unexercisable
stockoptions
4
0 0 239,878 239,878 0 0 239,878
Valueofunvestedrestrictedstockunits
5
0 0 1,487,593 1,487,593 0 0 1,487,593
Valueofunvestedperformanceshare
units
6
0 0 232,872 200,351 149,759 0 232,872
Welfarebenefitsvalue
7
0 0 0 0 46,964 0 46,964
Payoutadjustment
8
0 0 0 0 0 0 0
Total $0 $0 $1,960,343 $1,927,822 $2,751,723 $0 $4,762,307
EXECUTIVE COMPENSATION TABLES / PVH CORP. 2023 PROXY STATEMENT / 81
Martijn Hagman
Voluntary
Termination
at January29,
2023
Retirement at
January29,
2023
Death at
January29,
2023
Disability at
January29,
2023
Termination
Without
Cause or for
Good Reason
at January29,
2023
Termination
for Cause at
January29,
2023
Termination
Without
Cause or for
Good Reason
Upon Change
in Control at
January29,
2023
1
SeveranceValue
2,9
$1,086,500 $0 $0 $829,591 $2,173,000 $0 $2,173,000
PerformanceIncentiveBonusPlan
3
0 0 0 0 0 0 0
Valueof“inthemoney”unexercisable
stockoptions
4
0 0 751,440 751,440 0 0 751,440
Valueofunvestedrestrictedstockunits
5
0 0 3,518,040 3,518,040 0 0 3,518,040
Valueofunvestedperformanceshare
units
6
0 0 587,540 588,536 453,690 0 587,540
Welfarebenefitsvalue
7
0 0 0 0 0 0 0
Payoutadjustment
8
N/A N/A N/A N/A N/A N/A N/A
Total $1,086,500 $0 $4,857,020 $5,687,607 $2,626,690 $0 $7,030,020
1 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benets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.
2 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additiontothatsum,Ms.Fullerisalsoentitled
toanyoutstandingamountofhersign-oncashawardifheremploymentterminatesforanyreasonotherthandeath,disability,orcausewithintwoyearsofachangeincontrol.
Additionally,ifMr.Hagmanvoluntarilyresigns,heisentitledtoreceivehisbasesalaryfor12monthsandintheeventofhisdisability,Mr.Hagmanisentitledtoreceivestatutory
paymentsunderDutchlaw.See pages66-68forapplicablemultiplesandfurtherdetail.
3 AparticipantgenerallymustbeemployedbyPVHonthelastdayoftheapplicableperformancecycletoremaineligibletoreceiveabonusunderourPerformanceIncentiveBonus
Plan.Therefore,ifaterminationofemploymentorchangeincontrolhadoccurredonJanuary29,2023,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.
4 Representsthevalueofunexercisable“inthemoney”stockoptionsoutstandingasofJanuary29,2023,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27,2023,thelastbusinessdayof2022,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.
5 RepresentsthevalueofunvestedrestrictedstockunitsasofJanuary29,2023,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27,2023,thelastbusinessdayof2022,
multipliedbythenumberofsharesofourcommonstockreceivableuponvesting.
6 Representsthepayoutlevels(discussedbelow)oftheunvestedPSUsasofJanuary29,2023multipliedbytheclosingpriceofourcommonstockonJanuary27,2023,
thelastbusinessdayof2022.Intheeventofdeathorachangeincontrol,theamountsareshownbasedontheamountsthatwouldotherwisehavebeenpayableforthe
performancecycleifthetargetlevelofperformancehadbeenachieved,withtheexceptionoftheportionofthe2021awardstiedtotheone-yearEBITmeasure.Forsuchawards,
theperformanceperiodhasendedandmaximum-levelperformancewasachieved.Assuch,theamountsareshownbasedonactualperformance.Intheeventofretirement,
disabilityorterminationwithoutcauseorforgoodreason,theamountsareshownbasedonactualperformanceasofJanuary29,2023,astheactualperformanceforthe
entireperformanceperiodwasnotknownasofJanuary29,2023.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2020or2021,theamountspayableinrespectofthePSUawardsgrantedduringApril2020,September2020,2021,and2022areprorated
approximately90%,80%,60%and25%respectively,representingtheportionoftherelevantperformancecycleactuallyworkedbyourNEOsasofJanuary29,2023.Intheevent
ofaterminationwithoutcauseorforgoodreason,noamountsarereectedforthePSUawardsgrantedin2022,asaparticipantwhoseemploymentisterminatedbeforetherst
anniversaryofgrantwillnotreceiveapayout.
7 Theamountsshownrepresentthecostofwelfarebenets,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January29,2023.Suchbenetsarenotreceivableiftheiremploymentisterminatedfor
anyotherreason.Thosebenetswouldcontinuefortwoyears.
8 IfanyofourU.S.-basedNEOswouldbecomesubjecttothefederalexcisetaxonexcessparachutepaymentsunderSection4999oftheCodebecauseoftheamountofthe
terminationpaymentsfollowingachangeincontrol,thensuchterminationpaymentswillbereducedasnecessarytomaximizeeachNEO’srespectiveafter-taxterminationpayout.It
isprojectedthatnoneofourNEOswouldhavereceivedareductionintheirpayoutiftheyhadbeenterminatedfollowingachangeincontrolasofJanuary29,2023.
9 PotentialseverancepaymentsuponterminationforMr.Hagmanhavebeentranslatedattheeuro-to-U.S.dollarexchangerateof1.0865,whichwastheclosingrateonJanuary27,
2023,thelastbusinessdayof2022.

generally as provided under her employment agreement. See the discussion under the heading “Employment Contracts” beginning on



payable to her or on her behalf:
Termination
Without
Cause or for
Good Reason
atNovember30,
2022
SeveranceValue $4,000,000
Valueofunvestedrestrictedstockunits 720,573
Valueofacceleratedperformanceshareunits 111,452
Welfarebenefitsvalue 7,344
Executivecoachingvalue 54,000
Total $4,893,369
82 / PVH CORP. 2023 PROXY STATEMENT
CEO Pay Ratio











The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total
compensation of all our associates, as well as to determine the annual total compensation of the median associate for purposes of
this disclosure, were as follows:
 
which consisted of cash compensation, as compiled from our payroll records.
 
 

 


 
considered to identify the median associate.
Calculation




PAY VERSUS PERFORMANCE TABLE / PVH CORP. 2023 PROXY STATEMENT / 83
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-dened term that does not necessarily reect the amounts ultimately
realized by the NEOs or how the Compensation Committee views the link between company performance and NEO compensation. In
addition, a signicant portion of CAP relates to changes in 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 possible 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.
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Value of initial xed
$100 investment based on
4
Year
Summary
Compensation
TableTotalforCEO
1
($)
Compensation
Actually Paid
to CEO
2
($)
Average Summary
Compensation Table
TotalforOtherNEOs
1
($)
AverageCompensation
Actually Paid to
Other NEOs
3
($)
PVH Total
Shareholder
Return
($)
Peer Group Total
Shareholder
Return
($)
Net Income
5
($ thousands)
Non-GAAP
Earnings Before
Interest and Taxes
6
($ thousands)
2022 12,139,075 9,531,057 3,912,972 3,363,964 101.26 89.13 200,400 908,543
2021 14,714,208 15,456,925 5,199,568 3,543,319
106.89
96.33 952,300 983,494
2020 16,408,935 23,367,109 5,145,906 6,901,803
97.92 97.80
(1,136,100) (37,145)
1 Column(b)containscompensationamountsreportedinthe“Total”columnoftheSummaryCompensationTable(“SCT”)forMr.Larsson,ourcurrentChiefExecutiveOfcer,in2021
and2022,andforourformerChiefExecutiveOfcer,EmanuelChirico,in2020.Column(d)containstheaverageofcompensationamountsreportedinthe“Total”columnofthe
SCTforourNEOsotherthanourChiefExecutiveOfcer(“OtherNEOs”)foreachoftheyearslisted.TheOtherNEOsareasfollows:
•
2022:Messrs.Coughlin,Holmes,FischerandHagman,andMses.FullerandDonnelly;
•
2021:Messrs.HolmesandHagman,Mses.FullerandDonnelly,MichaelA.Shaffer,ourformerChiefOperating&FinancialOfficer,andCherylAbel-Hodges,theformerChief
ExecutiveOfficer,CalvinKlein;
•
2020:Mr.Larsson(whenheservedasourPresident),Messrs.HagmanandShaffer,andMs.Abel-Hodges.
2 CompensationactuallypaidtoourCEOsineachoftheyearslistedreectstherespectiveamountssetforthincolumn(b)ofthetableabove,adjustedassetforthinthetable
below,asdeterminedinaccordancewithSECrules.Thedollaramountsincolumn(b)ofthetableabovedonotreecttheactualamountofcompensationearnedorpaidtoour
CEOduringtheapplicableyear.
AdjustmentstodetermineCAPtotheChiefExecutiveOfcer:
2022 2021 2020
Summary Compensation Table Column $12,139,075 $14,714,208 $16,408,935
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
(417,826) (200,637) (2,168,800)
Addservicecost(actuariallydeterminedforservicesrenderedduringthecoveredyear)of
pension plans
220,021 254,641 508,545
Subtractamountsreportedunderthe“StockAwards”columnintheSCT (6,400,236) (6,400,233) (8,000,143)
Subtractamountsreportedunderthe“OptionAwards”columnintheSCT (1,600,409) (1,602,896) (2,000,364)
Addthefairvalueofawardsgrantedduringthecoveredyearthatremainunvestedasof
covered year end*
8,110,882 7,973,724 9,255,419
Add(subtract)thechangeinfairvalueofawardsgrantedinanyprioryearthatwere
outstandingandunvestedasofthecoveredyearend*
(1,158,278) (168,168) 0
Addthefairvalueofawardsgrantedandvestedduringthecoveredyear* 0 0 9,363,517
Add(subtract)thechangeinfairvalueofawardsgrantedinanyprioryearthatvested
duringthecoveredyear*
(915,055) 886,286 0
Subtractthefairvalueofawardsgrantedinanyprioryearthatwereforfeitedduringthe
covered year*
(447,117) 0 0
CompensationActuallyPaidtoCEO $9,531,057 $15,456,925 $23,367,109
* ThefairvaluesofourstockoptionsareestimatedasofeachmeasurementdateusingtheBlack-Scholes-Mertonoptionvaluationmodel,usingassumptionsupdatedforeach
measurementdate.ThefairvaluesofourRSUsareequaltotheclosingpriceofourcommonstockoneachmeasurementdate.Thefairvaluesofourmarket-basedPSUsare
estimatedasofeachmeasurementdateusingtheMonteCarlosimulationmodel,usingassumptionsupdatedforeachmeasurementdate.Thefairvaluesofournon-market-
basedPSUsareequaltotheclosingpriceofourcommonstockoneachmeasurementdate,reducedforthepresentvalueofanydividendsexpectedtobepaidonourcommon
stock,asthesecontingentlyissuablePSUsdonotaccruedividends.Changesinfairvalueofawardsgrantedinanyprioryeararemeasuredbycomparingfairvalueasoftheend
ofthecoveredyear(forawardsunvestedasofthecoveredyearend)oratvesting(forawardsthatvestedduringthecoveredyear)tothefairvalueasoftheendoftheprioryear.
84 / PVH CORP. 2023 PROXY STATEMENT / PAY VERSUS PERFORMANCE TABLE
3 CompensationactuallypaidtoourOtherNEOsineachoftheyearslistedreectstherespectiveamountssetforthincolumn(d)ofthetableabove,adjustedassetforthinthe
tablebelow,asdeterminedinaccordancewithSECrules.Thedollaramountsincolumn(d)ofthetableabovedonotreecttheactualamountofcompensationearnedorpaidto
ourOtherNEOsduringtheapplicableyear.
AdjustmentstoDetermineCompensationActuallyPaidtoOtherNEOs:
2022 2021 2020
AverageSCTTotalforOtherNEOs $3,912,972 $5,199,568 $5,145,906
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
(18,495) (282,828) (356,655)
Addtheservicecost(actuariallydeterminedforservicesrenderedduringthecovered
year) of pension plans
58,741 78,215 122,971
Subtractamountsreportedunderthe“StockAwards”columnintheSCT (1,131,961) (1,434,294) (1,872,878)
Subtractamountsreportedunderthe“OptionAwards”columnintheSCT (500,342) (508,549) (854,286)
Addthefairvalueofawardsgrantedduringthecoveredyearthatremainunvestedasof
covered year end*
1,584,546 1,405,432 4,894,427
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*
(73,946) 52,860 176,383
Addthefairvalueofawardsgrantedandvestedduringthecoveredyear* 0 0 0
Add(subtract)thechangeinfairvalueofawardsgrantedinanyprioryearthatvested
duringthecoveredyear*
(291,566) 259,833 (351,711)
Subtractthefairvalueofawardsgrantedinanyprioryearthatwereforfeitedduringthe
covered year*
(175,985) (1,226,918) (2,354)
AverageCompensationActuallyPaidtoOtherNEOs $3,363,964 $3,543,319 $6,901,803
* ThefairvaluesofourstockoptionsareestimatedasofeachmeasurementdateusingtheBlack-Scholes-Mertonoptionvaluationmodel,usingassumptionsupdatedforeach
measurementdate.ThefairvaluesofourRSUsareequaltotheclosingpriceofourcommonstockoneachmeasurementdate.Thefairvaluesofourmarket-basedPSUsare
estimatedasofeachmeasurementdateusingtheMonteCarlosimulationmodel,usingassumptionsupdatedforeachmeasurementdate.Thefairvaluesofournon-market-
basedPSUsareequaltotheclosingpriceofourcommonstockoneachmeasurementdate,reducedforthepresentvalueofanydividendsexpectedtobepaidonourcommon
stock,asthesecontingentlyissuablePSUsdonotaccruedividends.Changesinfairvalueofawardsgrantedinanyprioryeararemeasuredbycomparingfairvalueasoftheend
ofthecoveredyear(forawardsunvestedasofthecoveredyearend)oratvesting(forawardsthatvestedduringthecoveredyear)tothefairvalueasoftheendoftheprioryear.
4 ForpeergroupTSRin2020and2021,weutilizedtheS&P500Apparel,Accessories&LuxuryIndex.WearenolongerincludedintheS&P500Apparel,Accessories&Luxury
Goods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peergroupTSRandinthestockperformancegraphrequiredbyItem201(e)ofRegulationS-K.TheNewIndexTSRamountsfor2020and2021are$101.06
and$105.40,respectively.TSRassumesaninitialinvestmentof$100inourcommonstockonFebruary2,2020,andreinvestmentofdividends.Ahypothetical$100investmentin
theNewIndexusingthesamemethodologyisshownforcomparison.
5 ReectsNetIncomeinthecompany’sConsolidatedStatementsofOperationsincludedonpageF-2inthecompany’sAnnualReportonForm10-KforthescalyearendedJanuary
29, 2023.
6 Thecompany-selectednancial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.
Pay Versus Performance: Most Important Measures
In the company’s assessment, the following chart lists the most important nancial performance measures we use to link
compensation actually paid to the NEOs, as determined in accordance with SEC rules, to company performance for 2022. 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.
Most Important Financial Performance Measures
Earnings Before Interest and Taxes
Relative Total Shareholder Return
PAY VERSUS PERFORMANCE TABLE / PVH CORP. 2023 PROXY STATEMENT / 85
Relationship between Compensation Actually Paid and Performance Measures
The following charts describe the relationships between CAP and the company’s nancial 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.
PVH TSR vs. Peer Group TSR vs. CAP
$23.4M
$100.00
$97.80
$106.89
$101.26
$89.13$96.33
$97.92
$6.9M
$15.5M
$3.5M
$9.5M
$3.4M
$60
$70
$80
$90
$100
$110
$120
Value of $100 Investment From 2/2/2020
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
Compensation Actually Paid ($M)
2019 2020 2021 2022
PEO CAP AVERAGE NEO CAP PVH PEER GROUP
PVH Net Income vs. CAP
$23.4M
$(1,136.1)
$952.3
$200.4
$6.9M
$3.5M
$9.5M
$3.4M
2020 2021 2022
PEO CAP AVERAGE NEO CAP NET INCOME
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
-$1,500
-$1,000
-$500
$0
$500
$1,000
$1,500
Compensation Actually Paid ($M)
Net Income ($000)
$15.5M
PVH Non-GAAP EBIT vs. CAP
$(37.1)
$983.5
$908.5
2020 2021 2022
PEO CAP AVERAGE NEO CAP NON-GAAP EBIT
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
Compensation Actually Paid ($M)
$23.4M
$6.9M
$15.5M
$3.5M
$9.5M
$3.4M
-$200
$0
$200
$400
$600
$800
$1,000
$1,200
Non-GAAP EBIT ($000)
86 / PVH CORP. 2023 PROXY STATEMENT / EQUITY COMPENSATION PLAN INFORMATION
Equity Compensation Plan
Information
The following table provides information as of January29, 2023, with respect to shares of our common stock that may be issued under
our Stock Incentive Plan, our sole equity compensation plan, which was approved by our stockholders. We have no equity compensation
plans that were not approved by our stockholders.
Plan Category
Number of
securities to
be issued upon
exercise of
outstanding options,
warrants, and rights
(a)
Weighted
average
exercise price
of outstanding
options, warrants
and rights
(b)
Number of securities 
remaining available for 
future issuance under 
equity compensation plans 
(excluding securities 
reected in Column (a)) 
(c) 
Equity Compensation Plans Approved by Security
Holders
2,469,080
1
$33.73
2
3,171,254
Equity Compensation Plans Not Approved by Security
Holders
— — —
Total 2,469,080 $33.73 3,171,254
1 Consistsof(a)1,324,775sharesofcommonstockunderlyingrestrictedstockunits,(b)449,855sharesofcommonstockunderlyingperformanceshareunitsand(c)694,450
sharesofcommonstockunderlyingstockoptions.
2 Theweightedaverageexercisepricedoesnottakeintoaccountperformanceshares,butdoesincluderestrictedstockunits.Excludingtherestrictedstockunits,whichhaveno
exerciseprice,theweightedaverageexercisepriceis$98.08.
PVH CORP. 2023 PROXY STATEMENT / 87
Proposal4
Approval of an Amendment to Our
Certicate of Incorporation to Update the
Exculpation Provision
The company’s Amended and Restated Certicate of Incorporation (our “Certicate of Incorporation”)
currently includes an exculpation provision for directors in ArticleSEVENTH, as allowed under
Section102(b)(7)of the General Corporation Law of the State of Delaware (the “DGCL”).Pursuant to
a recent amendment to Section102(b)(7)of the DGCL that became effective on August1, 2022, a
Delaware corporation is now permitted to similarly eliminate or limit the personal liability of its ofcers
for monetary damages for breach of the ofcer’s duty of care, subject to limitations described below.
The Board determined that it is in the best interests of the company and our stockholders, and has
unanimously adopted a resolution, to amend our Certicate of Incorporation (the “charter amendment”)
to replace ArticleSEVENTH with the following (substantive changes are marked):
SEVENTH:No director or ofcer of the Corporation shall be personally liable to the Corporation or
its stockholders for monetary damages for breach of his or her duciary duty as a director or ofcer;
provided, however, that nothing in this ArticleSEVENTH shall eliminate or limit the liability (i)of any
director or ofcer (i)
for any breach of the director’s or ofcer’s duty of loyalty to the Corporation or
its stockholders, (ii)of any director or ofcer for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)of any director under Section174 of the
General Corporation Law of the Stateof Delaware, or
(iv)of any director or ofcer for any transaction
from which the director or ofcer derived an improper personal benet, or (v)of any ofcer in any
The Board of Directors
recommends a vote
FOR the amendment
to our Certicate of
Incorporation to update
the exculpation provision.
Proxies received in
response to this solicitation
will be voted FOR this
proposal unless the
stockholder species
otherwise.
action by or in the right of the Corporation. No amendment to or repeal of this provision shall apply to or have any effect on the
liability or alleged liability of any director or ofcer of the Corporation for or with respect to any acts or omissions of such director or
ofcer occurring prior to such amendment or repeal.
If the stockholders approve the charter amendment, we will le with the Delaware Secretary of State, promptly following the Annual
Meeting, a Certicate of Amendment to our Certicate of Incorporation in the form attached hereto as Exhibit C.The only changes to
the Certicate of Incorporation are to ArticleSEVENTH.
The charter amendment would expand the existing director exculpation provision in our Certicate of Incorporation, as provided for
under the DGCL, to also apply to ofcers. The Board strongly believes that the company’s ofcers should be held to the highest
standards when carrying out their duties to the company and our stockholders. Nevertheless, the potential for ofcers to have
personal liability for decisions made or actions taken on behalf of the company, including for unintentional mistakes, could adversely
affect the ability of our ofcers to make decisions that are most appropriate for the company and thereby maintain these high
standards, and also increase the costs of the company in defending litigation.
The effect of the charter amendment is to limit the ability of our stockholders to seek monetary damages directly against our ofcers.
If implemented, the charter amendment would allow for the exculpation of certain ofcers in connection with direct claims brought
by stockholders, including class actions. However, this provision does not limit the company’s rights or the rights of any company
stockholder to seek monetary damages against an ofcer for a breach of the duty of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, transactions in which an ofcer derives an improper personal
benet, or any actions brought by the company directly against the ofcer or by any of our stockholders through a derivative suit on
the company’s behalf. For these reasons, the proposal provides covered ofcers with less exculpation than is afforded to directors
because ofcers remain subject to due care claims in derivative suits and direct suits brought by the company. If the charter
amendment is adopted, certain specied company ofcers, which would include the roles held by the actively employed NEOs, would
be subject to this provision.
88 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL4: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO UPDATE THE
EXCULPATION PROVISION
Our Board desires to make the proposed amendment to maintain provisions consistent with the governing statutes contained in
the DGCL and believes that amending our Certicate of Incorporation to add the authorized liability protection for certain ofcers,
consistent with the protection currently in our Certicate of Incorporation for our directors, is necessary in order to continue to attract
and retain experienced and qualied ofcers, especially as companies with whom we may compete for talent adopt similar exculpation
provisions. The Board believes that in the absence of such protection, qualied ofcers might be deterred from serving as ofcers
of the company due to exposure to personal liability and the risk that substantial expense may be incurred in defending lawsuits,
regardless of merit.
Given the potential benets anticipated to accrue to the company, including the associated benets to our stockholders, and the
limited types of claims that would be exculpated, the Board views this proposal as a rational limit on ofcer liability and recommends
that stockholders approve the amendment to our Certicate of Incorporation as described herein.
When considering the recommendation of the Board that our stockholders approve this proposal, our stockholders should be aware
that certain directors and executive ofcers of the company, specically our Chief Executive Ofcer and the other actively employed
NEOs, have interests in the proposal that may be different from, or in addition to, the interests of our stockholders more generally
because they will receive the liability exculpation protections afforded by the charter amendment if it is adopted. The Board was aware
of these interests and considered them, among other matters, in reaching its decision to approve the charter amendment.
The afrmative vote of a majority of our outstanding common stock is required to approve this proposal. If the amendment is not
approved at the annual meeting, our directors will continue to be exculpated from liability under the existing director exculpation
provision in ArticleSEVENTH.
PVH CORP. 2023 PROXY STATEMENT / 89
Proposal5
Approval of Amendments to the
Stock Incentive Plan
Introduction and Board Recommendation
Our Stock Incentive Plan was approved initially by stockholders at our 2006 Annual Meeting of
Stockholders. The Plan has been amended, and its material terms have been re-approved, by stockholders
several times in the past 17years. The Plan permits the grant to our associates, directors,consultants
and advisors of (1)nonqualied stock options, (2)incentive stock options, (3)restricted stock,
(4)restricted stock units, (5)stock appreciation rights (“SARs”), (6)performance shares and performance
share units, and (7)other stock-based awards, each of which we refer to as an “award.”
The Board of Directors has approved the amendments to the Plan, upon the recommendation of the
Compensation Committee and subject to stockholder approval, to add (i) 2,989,000 additional shares
to the pool of shares of our common stock available for issuance under the Plan and (ii) modify the
method of counting shares underlying full value awards for purposes of the limits on awards that may be
granted under the Plan so that each share underlying awards of restricted stock units and performance
share units (and restricted stock and other stock-based awards) granted on or after June 22, 2023 is
counted as 1.6 shares (instead of two shares, which is the current approach).
The Board of Directors
recommends a vote FOR
the amendments to the
Stock Incentive Plan.
Proxies received in
response to this solicitation
will be voted FOR this
proposal unless the
stockholder species
otherwise.
If the amendments to the Plan are not approved by stockholders, it will continue as currently in effect untilitexpires on April29, 2030
or such earlier date as may be determined by the Board of Directors. As of April 30, 2023, approximately 1,553,901 shares remain
available to be awarded under the Plan. This remaining amount is insufcient to meet our ongoing equity compensation requirements
and we are seeking a number of shares and a modication to how we count shares underlying full value awards that, together with the
current reserve, we estimate would enable us to continue making grants over the next approximately threeyears based on estimates
of our stock price and grant requirements.
We believe this would put us in line with market practices for shares reserves. Stockholder approval of the additional shares and the
modication to the method of counting shares underlying full value awards under the Plan will provide us with exibility in structuring our
executive compensation arrangements going forward, and give us an appropriate supply of shares for equity incentives to recruit, hire,
motivate and retain the talent required to successfully execute our business plans.
Information Regarding Burn Rate and Dilution
Burn Rate
As detailed in the table below, our three-year average burn rate, which we dene as the number of shares of our common stock subject
to time-based and performance-based equity awards granted in a scal year divided by the weighted average shares of our common
stock outstanding for that scal year, is 1.48%.
Fiscal Year
Stock Options
Granted
(A)
Total Number of
Time-Based Full
ValueAwards
(FVA) Granted
(B)
Total Number of
Performance-Based
FVA Granted
at Target
(C)
Weighted Average
Basic Shares of
CommonStock
Outstanding
(D)
One-Year 
Burn Rate 
(A+B+C)/(D)
2022 134,300 756,258 71,716 65,661,996 1.47%
2021 96,400 562,255 43,194 70,793,376 0.99%
2020 250,100 1,033,567 131,499 71,161,836 1.99%
Three-YearAverageBurnRate 1.48%
90 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN
Dilution
Dilution is commonly measured by “overhang,” which generally refers to the amount of total potential dilution to current stockholders
that could result from future issuance of the shares reserved under an equity compensation plan. As of April 30, 2023, there
were 3,062,903 shares of our common stock subject to outstanding equity awards under our Stock Incentive Plan, including
777,275shares subject to stock options and 2,285,628 full value awards (i.e., RSUs and PSUs), based on the maximum number
of shares potentially payable under outstanding performance share units. The weighted average exercise price of our outstanding
stock option awards was $96.47 as of April 30, 2023, and the weighted average remaining term was 5.3years. An additional
1,553,901shares of our common stock remained available to be awarded and 62,788,101 shares of common stock were outstanding
as of that date. We are requesting an additional 2,989,000 shares of our common stock for issuance under the Stock Incentive Plan.
Based on the foregoing, we estimate the total potential dilution level to be 10.80% on a fully diluted basis.
Stock Incentive Plan Design Highlights Our Commitment to
Compensation Best Practices
Our Stock Incentive Plan includes a number of key features described below that are designed to protect our stockholders’ interests
and that reect our commitment to best practices and effective management of equity compensation.
• No “evergreen” provision. There is no automatic increase in the number of shares available for issuance; increases in shares
available for issuance under the Plan requires stockholder approval.
• Individual Annual Award Limit. The maximum aggregate number of shares with respect to which awards may be granted in any
calendar year to any one participant (other than a non-employee director) is 1,000,000 shares.
• Director Annual Compensation Limit. The maximum aggregate number of shares with respect to which awards may be granted
during any 12-month period to any one non-employee director is limited to a number that, when combined with any cash fees or other
compensation paid to such director during such 12-month period, does not exceed $750,000 in total value.
• No Discounted Stock Options or Stock Appreciation Rights (SARs). Stock options and SARs cannot be granted with exercise prices
lower than the fair market value of the underlying shares on the grant date.
• No Repricing. There can be no repricing of stock options and SARs (including the reduction in the exercise price of stock options or
SARs or the replacement of stock options or SARs with cash or another award) without stockholder approval.
• No Liberal Share Recycling. Shares tendered in payment of the exercise price of an award, shares withheld by us to satisfy
withholding obligations, and shares covered by an SAR to the extent it is exercised (whether or not shares are actually issued upon
such exercise), are not added back to the reserve of shares available for issuance under the Plan.
• Minimum Vesting Requirement. Awards are subject to a minimum three-year restriction period, which may at the discretion of the
Compensation Committee lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s
qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition (as such
terms are dened in the Plan). Under no circumstances can the vesting of an award occur within one year of the date of grant,
except that we are entitled to make grants of any kind of award under the Plan without regard to the minimum vesting condition in an
aggregate amount not to exceed 5% of the shares authorized for issuance under the Plan.
• No Single-Trigger Acceleration. The Plan does not provide for automatic acceleration of vesting of equity awards upon a change in
control of the company unless awards are not assumed or continued in connection with the change in control.
• No Dividends on Unvested Awards. The Plan prohibits the current payment of dividends or dividend equivalent rights on unvested
awards.
• No Automatic Grants. The Plan does not provide for “reload” or other automatic grants to participants.
• Awards Subject to Clawback Policy. Awards granted pursuant to the Plan are subject to mandatory repayment to us to the extent
the participant is, or in the future becomes, subject to (x)our “clawback” (recoupment) policy or (y)any law, rule, requirement or
regulation that imposes mandatory recoupment.
• No Tax Gross-Ups. The Plan does not provide for any tax gross-ups.
The following summary of certain features of our Stock Incentive Plan, as well as the denitions of each type of award, is qualied in its
entirety by reference to the full text of the Plan, which is attached as Exhibit D.
Nature and Purpose of the Stock Incentive Plan
The purposes of our Stock Incentive Plan are to induce certain individuals to remain in the employ of, or to continue to serve as
directors, consultants, or advisors to, PVH and our present and future subsidiaries; to attract new individuals to enter into such
employment or service; and to encourage such individuals to secure or increase on reasonable terms their stock ownership in
PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN / PVH CORP. 2023 PROXY STATEMENT / 91
PVH.The Board of Directors believes the Plan promotes continuity of management and increased incentive and personal interest in
our welfare by those who are or may become primarily responsible for shaping and carrying out our long-range plans and securing our
continued growth and nancial success.
Eligibility to Receive Awards
Our Stock Incentive Plan provides that awards may be granted to our associates, non-employee directors, consultants and advisors,
except that incentive stock options may be granted only to associates. The approximate number of associates eligible to participate in
our Stock Incentive Plan is 1,500.
Duration and Modication
Our Stock Incentive Plan terminates on April29, 2030, or such earlier date as may be determined by the Board of Directors; however,
outstanding awards granted under the Plan prior to its expiration do not terminate until the respective termination dates provided for
in such awards. The Board may amend, suspend or terminate the Plan at any time, although stockholder approval is required for any
amendment to the extent necessary to comply with the NYSE listing standards or applicable law.
Administration
Our Stock Incentive Plan is administered by the Compensation Committee or such other committee of the Board of Directors that
the Board may designate from time to time (referred to in this discussion as the “Committee”). The Committee must consist of
two or more members of the Board who are “non-employee directors” within the meaning of Rule16b-3 under the ExchangeAct.
The members of the Committee are appointed annually by the Board. Subject to the provisions of the Plan, the Committee has the
authority to (1)select the people to whom awards are to be granted, (2)determine whether and to what extent awards are to be
granted, (3)determine the size and type of awards, (4)approve forms of award agreement, which may include provisions stating that
employment for a specied period will not be required for vesting of an award upon the occurrence of the death, disability, retirement
or qualifying termination of a participant as set forth in an award agreement (or otherwise provided for in a participant’s employment
agreement with the company), (5)determine the terms and conditions applicable to awards, (6)establish performance goals for any
performance period and determine whether such goals were satised, (7)subject to certain limitations, amend any outstanding award,
(8)construe and interpret the Plan and any award agreement and apply its provisions, and (9)subject to certain limitations, take any
other actions deemed necessary or advisable for the administration of the Plan. The Committee may delegate its authority, to the
extent permitted by applicable law, including its authority to grant awards to participants who are not “insiders” subject to Section16
of the ExchangeAct. All decisions, interpretations and other actions of the Committee are nal and binding, including on PVH, our
subsidiaries, associates, directors, consultants, advisors and their respective estates and beneciaries.
Securities Subject to the Stock Incentive Plan
The number of shares of our common stock that currently may be issued under the Plan is 20,436,589, which includes:
• the 3,000,000 shares included in the Plan when it was initially approved;
• the 4,400,000 shares added to the Plan pursuant to an amendment approved by stockholders in 2009;
• the 4,500,000 shares added to the Plan pursuant to an amendment approved by stockholders in 2012;
• the 1,442,940 shares added to the Plan in connection with our acquisition of The Warnaco Group, Inc. in 2013;
• the 3,000,000 shares added to the Plan pursuant to an amendment approved by stockholders in 2015;
• the 3,000,000 shares added to the Plan pursuant to an amendment approved by stockholders in 2020; and
• the 1,093,649 shares now registered under the Plan that became available due to the cancellation, termination or expiration of
outstanding stock options under our prior stock plans, as provided by the terms of the Plan.
Any of the shares available for issuance under the Plan may be used for any type of award under the Plan. The total shares subject to the
Plan include shares that are subject to outstanding awards, shares that are still available to be awarded, and shares that have been issued
as the result of exercise or vesting of awards. The number of shares does not take into account that for purposes of calculating usage
of shares under the Plan, each share underlying a stock option (or SAR) is counted as one share but each share underlying our awards
of restricted stock units and performance share units (and restricted stock and other stock-based awards) is counted as 2.0 shares if
granted prior to June 22, 2023 and as 1.6 shares if granted on or after June 22, 2023.
As of April 30, 2023, awards representing 21,780,561 shares have been granted under the Plan. This takes into account how we
calculate share usage under the Plan. Shares are not considered as having been used (i)if they are deliverable under an award granted
92 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN
that expires or is cancelled, forfeited, settled in cash or otherwise settled without the delivery of shares or (ii)if they are issued pursuant
to awards that are assumed, converted or substituted in connection with a merger, acquisition, reorganization or similar transaction.
Forpurposes of determining the number of shares available for grant as incentive stock options, only shares that are subject to an award
that expires or is cancelled, forfeited or settled in cash will be treated as not having been issued under the Plan. Furthermore,shares
tendered in payment of the exercise price of an award, shares withheld by us to satisfy withholding obligations, and shares covered by a
SAR to the extent it is exercised (whether or not shares are actually issued upon such exercise), will not be added back to the reserve of
shares available for issuance under the Plan. The shares issued pursuant to awards may be authorized but unissued shares or treasury
shares.
The market value of a share of our common stock as of April 30, 2023, was $85.81.
Individual Limits
The maximum aggregate number of shares with respect to which awards may be granted in any calendar year to any one participant
who is not a non-employee director is 1,000,000.
Director Annual Compensation Limit
The maximum aggregate number of shares with respect to which awards may be granted during any 12-month period to any one
non-employee director in respect of the director’s service as a member of the Board or a committee of the Board is a number that,
when combined with any cash fees or other compensation paid to such director during such 12-month period in respect of the
director’s service on the Board or a committee of the Board, cannot exceed $750,000 in total value. The Board may make exceptions
to this limit for the independent director who is serving as Chair or presiding director, as applicable, provided the director receiving such
additional compensation may not participate in the decision to award such compensation.
Stock Options
Under the Stock Incentive Plan, the per share exercise price of any stock option cannot be less than the fair market value of our common
stock on the grant date, which is (i)the closing sale price of a share on the NYSE on the grant date or (ii)if there is no sale of shares on
that date, the closing sale price of a share on the last trading date on which sales were reported on the NYSE. The per share exercise
price of any incentive stock option granted to any participant who owns stock representing more than 10% of the voting power of all
classes of stock of the company cannot be less than 110% of the fair market value of our common stock on the grant date.
Each stock option granted under the Stock Incentive Plan will be evidenced by an award agreement (in written or electronic form) that
will specify the exercise price, the term of the stock option, the number of shares to which the stock option pertains, and such other
terms and conditions as the Committee determines. In no event may a stock option granted under the Plan be exercised more than
tenyears after the grant date. Moreover, an incentive stock option granted to any one participant who owns stock representing more
than 10% of the voting power of all classes of stock of the company may not be exercised more than veyears after the grant date.
Optionees will not have any rights to dividend equivalents.
An award of stock options will have a minimum three-year restriction period, which may at the discretion of the Committee lapse on a
prorated, graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year
period following the occurrence of a change in control or subsidiary disposition (as such terms are dened in the Stock Incentive Plan).
In no event may the vesting of stock options occur within one year of the date of grant, except that we will be entitled to make grants
of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the
shares of our common stock authorized for issuance under the Plan, including the additional shares subject to this proposal.
Payment for shares issued upon exercise of a stock option generally may be made in cash, by delivery of shares of our common stock
owned by the optionee, or by any other method permitted by the Committee or combination of permitted payment methods.
Stock Appreciation Rights
Each SAR grant will be evidenced by an award agreement that will specify the exercise price, the term of the SAR, and such other
terms and conditions as the Committee determines. The grant price of SARs may not be less than 100% of the fair market value of our
common stock on the grant date. SARs granted under our Stock Incentive Plan expire as determined by the Committee, but in no event
later than tenyears from the grant date. Grantees will not have any rights to dividend equivalents.
An award of SARs will have a minimum three-year restriction period, which may at the discretion of the Committee lapse on a prorated,
graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during the two-year period
following the occurrence of a change in control or subsidiary disposition. In no event may the vesting of an award of SARs occur within
PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN / PVH CORP. 2023 PROXY STATEMENT / 93
one year of the date of grant, except that we will be entitled to make grants of any kind of award under the Plan without regard to the
minimum vesting condition in an aggregate amount not to exceed 5% of the shares of common stock authorized for issuance under the
Plan, including the additional shares subject to this proposal.
Upon exercise of a SAR, the holder of the SAR will be entitled to receive payment in an amount equal to the product of (i)the difference
between the fair market value of our common stock on the date of exercise over the grant price and (ii)the number of shares of our
common stock for which the SAR is exercised. At the discretion of the Committee, payment to the holder of a SAR may be in cash, by
delivery of shares of common stock owned by the grantee or in some combination thereof.
Restricted Stock and Restricted Stock Units
Each restricted stock or restricted stock unit grant will be evidenced by an award agreement (in written or electronic form) that will
specify the periods of restriction, the number of shares of restricted stock or RSUs granted, and such other terms and conditions as
the Committee determines. The initial value of an RSU will equal the fair market value of our common stock on the grant date.
An award of restricted stock or RSUs will have a minimum three-year restriction period, which may at the discretion of the Committee
lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s qualifying termination during
the two-year period following the occurrence of a change in control or subsidiary disposition. In no event may the vesting of restricted
stock or RSUs occur within one year of the date of grant, except that we will be entitled to make grants of any kind of award under the
Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the shares of our common stock
authorized for issuance under the Plan, including the additional shares subject to this proposal.
In the Committee’s discretion, holders of restricted stock may be credited with dividends with respect to all shares held, and holders of
restricted stock units may receive dividend equivalents. Dividends credited to holders of restricted stock will be paid to the holders only
if and when the underlying shares of restricted stock vest. Dividend equivalents credited to holders of restricted stock units will be paid
to the holders only if and when the underlying restricted stock units are settled. Restricted stock units (and any dividend equivalents)
may be settled in shares of our common stock, cash or a combination thereof, in the Committee’s discretion.
Performance Shares and Performance Share Units
Each performance share and performance share unit grant will be evidenced by an award agreement (in written or electronic form) that
will specify the applicable performance period and performance measure(s), the number of performance shares or PSUs granted, and
such other terms and conditions as the Committee determines.
The initial value of performance shares and performance share units will equal the fair market value of a share of our common stock
on the grant date. An award of performance shares or PSUs will have a minimum three-year restriction period, which may at the
discretion of the Committee lapse on a prorated, graded or cliff basis, except upon a termination of employment or a participant’s
qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition. In no event
may the vesting of performance shares or PSUs occur within one year of the date of grant, except that we will be entitled to make
grants of any kind of award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5%
of the shares of our common stock authorized for issuance under the Plan, including the additional shares subject to this proposal.
Performance shares and performance share units granted under the Plan may not provide participants with the right to receive
dividends or dividend equivalents. Earned performance shares or PSUs may be settled in shares of our common stock, in cash or a
combination thereof, in the Committee’s discretion. The Committee may provide that settlement of performance shares or performance
share units will be deferred, on a mandatory basis or at the election of the participant.
Other Stock-Based Awards
The Committee has the right to grant other stock-based awards that may include, without limitation, grants of shares of our common
stock based on the attainment of performance goals, payment of shares of our common stock as a bonus in lieu of cash based on
performance goals, and the payment of shares of our common stock in lieu of cash under our other incentive or bonus programs. The
Committee has the discretion to determine the vesting of any such award, provided that, except upon a termination of employment or a
participant’s qualifying termination during the two-year period following the occurrence of a change in control or subsidiary disposition,
there will be a minimum vesting period of threeyears for all awards, which may in the Committee’s discretion lapse on a prorated,
graded or cliff basis (as specied in the award agreement). In no event may the vesting of a stock-based award occur within one year
of the date of grant, except that we will be entitled to make grants of any kind of award under the Plan without regard to the minimum
vesting condition in an aggregate amount not to exceed 5% of the shares of our common stock authorized for issuance under the
Plan, including the additional shares subject to this proposal. An award with a payment of shares in lieu of cash under any of our other
incentive or bonus programs will not be subject to a minimum vesting period.
94 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN
In the Committee’s discretion, holders of other stock-based awards may be credited with dividends or dividend equivalents, which may
be settled in shares of our common stock, cash or a combination thereof, in the Committee’s sole discretion. Any dividends or dividend
equivalents credited to holders of other stock-based awards will be paid to the holders only if and when the underlying stock-based
awards vest and are settled.
Performance-Based Awards
The Committee may grant Performance Shares, Performance Share Units, or other performance-based awards. For any such award,
the Committee will establish the performance objectives from one or more of the following measures or such other performance
measures as the Committee may determine: earnings; earnings before interest and taxes; earnings before interest, taxes, depreciation
and amortization; earnings per share; economic value created; market share; net income (before or after taxes); operating income;
adjusted net income after capital charge; return on assets; return on capital (based on earnings or cash ow); return on equity; return
on investment; revenue; cash ow; operating margin; share price; total stockholder return; total market value; strategic business
criteria, consisting of one or more objectives based on meeting specied market penetration goals, productivity measures, geographic
business expansion goals, cost targets, customer satisfaction or employee satisfaction goals; goals relating to merger synergies,
management of employment practices and employee benets, or supervision of litigation or information technology; goals relating
to acquisitions or divestitures of subsidiaries, afliates or joint ventures; and goals relating to environmental, social and governance
criteria. The targeted performance with respect to the performance measures may be established at such levels and on such terms
as the Committee may determine, in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions,
subsidiaries, business segments or functions, and in either absolute terms or relative to the performance of one or more comparable
companies or an index covering multiple companies. Unless otherwise determined by the Committee, measurement of performance
goals with respect to the selected performance measure(s)will exclude the impact of charges for restructurings, discontinued
operations, extraordinary items and other unusual or non-recurring items, as well as the cumulative effects of tax or accounting
changes, each as determined in accordance with generally accepted accounting principles or identied in our nancial statements,
notes to the nancial statements, Management’s Discussion and Analysis, or other lings with the SEC.
Clawback/Recoupment
Any award granted pursuant to the Plan will be subject to mandatory repayment to PVH by the participant who holds such award (i)to
the extent set forth in the Plan or an award agreement or (ii)to the extent the participant is, or in the future becomes, subject to
(A)any PVH “clawback” or recoupment policy or (B)any law, rule, requirement or regulation that imposes mandatory recoupment, under
circumstances set forth in such law, rule, requirement or regulation.
Non-Transferability of Awards
An award granted under the Stock Incentive Plan generally may not be sold, pledged, assigned, hypothecated, transferred or disposed
of in any manner. Awards can be transferred by will or by the laws of descent or distribution. In addition, an award agreement for an
award other than incentive stock options can provide for the award to be transferred for no consideration to a member of the grantee’s
immediate family.
Adjustments Upon Changes in Capitalization
In the event of any equity restructuring (within the meaning of FASB Accounting Standards Certication Topic718), such as a stock
dividend, stock split, spinoff, rights offering, or recapitalization through a large nonrecurring cash dividend, the Committee must cause
an equitable adjustment in the number and kind of shares that may be delivered under our Stock Incentive Plan, in the individual award
limits, and, with respect to outstanding awards, in the number and kind of shares subject to outstanding awards, the exercise price,
grant price, or other price of shares subject to outstanding awards, any performance conditions relating to shares, the market price of
shares, or per-share results, and other terms and conditions of outstanding awards, to prevent dilution or enlargement of rights. In the
event of any other change in corporate capitalization, such as a merger, consolidation, or liquidation, the Committee may, in its sole
discretion, cause there to be such equitable adjustment as described in the foregoing sentence, to prevent dilution or enlargement
of rights. In such a case, unless otherwise determined by the Committee, the number of shares subject to any award will always be
rounded down to a whole number. Any adjustment made by the Committee is conclusive.
PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN / PVH CORP. 2023 PROXY STATEMENT / 95
Change in Control
If outstanding awards are assumed or continued
If a qualifying termination of the participant’s employment occurs during the two-year period following a change in control, all
outstanding stock options and SARs will become immediately exercisable, and any period of restriction or other restrictions imposed
on restricted stock, restricted stock units, performance share units or other stock-based awards will lapse. In addition, all incomplete
performance periods in respect of awards of performance shares, performance share units and each other performance-based award
will end on the date of the change in control and the performance goals applicable to such awards will be deemed satised based on
the level of performance achieved as of the date of the change in control, if determinable, or at the target level, if not determinable.
Notwithstanding the foregoing, if less than 50% of the relevant performance period has elapsed as of the date of the change in control,
then the performance goals applicable to such award will be deemed satised at the target level. Each performance-based award will
thereafter become a time-based award and will vest and become payable to the participant on the earlier to occur of the participant’s
qualifying termination during the two-year period following the occurrence of the change in control and the date the award otherwise
vests in accordance with the award agreement.
If outstanding awards are not assumed or continued
In the event of a change in control in which outstanding awards are not assumed or continued:
(i) all outstanding stock options and SARs will be terminated and participants will receive, for each share subject to the stock options
or SARs held, cash equal to the excess of the fair market value of our common stock immediately prior to the occurrence of the
change in control over the stock option exercise price or the SAR grant price, as applicable;
(ii) all outstanding restricted stock, restricted stock units and other stock-based awards will be terminated and participants will
receive, for each share subject to an award, cash equal to the fair market value of our common stock immediately prior to the
occurrence of the change in control; and
(iii) all outstanding performance shares, performance share units and other performance-based awards will be terminated and
participants will receive, for each share subject to an award, cash equal to the fair market value of our common stock immediately
prior to the occurrence of the change in control. Each performance share, performance share unit and other performance-based
award will vest on a pro rata monthly basis, including full credit for partialmonths elapsed, and will be paid based on the level
of performance achieved as of the date of the change in control, if determinable, or at the target level, if not determinable.
Notwithstanding the foregoing, if less than 50% of the relevant performance period has elapsed as of the date of the change in
control, then the performance goals applicable to such award will be deemed satised at the target level.
The Committee has the authority to provide for automatic full vesting and exercisability of awards held by certain participants affected
by a subsidiary disposition.
With respect to awards (or portions of awards) that are considered deferred compensation under Section409A of the Code, if an event
or condition constituting a change in control does not constitute a “change in the ownership” or a “change in the effective control” of
PVH or a “change in the ownership of a substantial portion of a corporation’s assets” with respect to PVH (each within the meaning
of Section409A of the Code), the event or condition will continue to constitute a change in control solely with respect to vesting
of awards (or portion thereof) or a lapse of any applicable restrictions on awards, and not for purposes of determining whether the
settlement or payment of an award (or portion thereof) will be accelerated under the Stock Incentive Plan. The prior sentence will not
apply to awards (or portions thereof) that qualify as short-term deferrals for purposes of Section409A of the Code.
Federal Tax Aspects
The following paragraphs are a summary of the material U.S.federal income tax consequences associated with awards granted
under the Stock Incentive Plan. The summary is based on existing U.S.laws and regulations, and there can be no assurance that
those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax
consequences upon a participant’s death or the provisions of the income tax laws of any municipality, state or foreign country in which
the participant may reside. It is intended that the Plan and any awards granted thereunder will comply with, and should be interpreted
consistent with, the requirements of Section409A of the Code.
Incentive Stock Options
In general, neither the grant nor the exercise of an incentive stock option will result in taxable income to an optionee or a deduction to
PVH.However, for purposes of the alternative minimum tax, the spread on the exercise of an incentive stock option will be considered
part of the optionee’s income.
96 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN
The sale of shares received pursuant to the exercise of an incentive stock option that satises the holding period rules will result in
capital gain to an optionee and will not result in a tax deduction to PVH.To receive incentive stock option treatment as to the shares
acquired upon exercise of an incentive stock option, an optionee must neither dispose of such shares within twoyears after such
incentive stock option is granted nor within one year after such incentive stock option is exercised. In addition, an optionee generally
must be a PVH associate, or an associate of one of our subsidiaries at all times between the date of grant and the date threemonths
before exercise of such incentive stock option. If an incentive stock option is exercised more than threemonths after the termination
of an optionee’s employment with us, the stock option will be treated as a nonqualied stock option.
If the holding period rules are not satised, the portion of any gain recognized on the disposition of the shares of our common stock
acquired upon the exercise of an incentive stock option that is equal to the lesser of (a)the fair market value of the shares on the
date of exercise minus the option price or (b)the amount realized on the disposition minus the option price, will be treated as ordinary
(compensation) income, with any remaining gain being treated as capital gain. We generally will be entitled to a deduction equal to the
amount of such ordinary income.
If an optionee makes payment of the option price by delivering shares of our common stock, the optionee generally will not recognize
any gain as a result of such delivery, but the amount of gain, if any, that is not so recognized will be excluded from the optionee’s basis
in the new shares received. However, the use by an optionee of shares previously acquired pursuant to the exercise of an incentive
stock option to exercise a stock option will be treated as a taxable disposition if the transferred shares have not been held by the
optionee for the requisite holding period.
Nonqualied Stock Options
No income will be recognized by an optionee at the time a nonqualied stock option is granted. Ordinary income will be recognized by
an optionee at the time a nonqualied stock option is exercised, and the amount of such income will be equal to the excess of the fair
market value on the exercise date of the shares issued to the optionee over the option price. This ordinary (compensation) income will
also constitute wages subject to withholding, and we will be required to make whatever arrangements are necessary to ensure that the
amount of the tax required to be withheld is available for payment in money.
We will generally be entitled to a deduction for federal income tax purposes at such time and in the same amount that the optionee is
required to include in the optionee’s income upon the exercise of a nonqualied stock option.
If an optionee makes payment of the option price by delivering shares of our common stock, the optionee generally will not recognize
any gain as a result of such delivery, but the amount of gain, if any, that is not so recognized will be excluded from the optionee’s basis
in the new shares received.
Capital gain or loss on a subsequent sale or other disposition of the shares acquired upon the exercise of a nonqualied stock
option will be measured by the difference between the amount realized on the disposition and the tax basis of such shares. The tax
basis of the shares acquired upon the exercise of any nonqualied stock option will be equal to the sum of the exercise price of such
nonqualied stock option and the amount included in income with respect to such stock option.
If an optionee transfers a stock option by gift, the optionee will recognize ordinary income at the time the transferee exercises the
stock option. We will be required to report the ordinary income recognized by the optionee, and to withhold income and employment
taxes, and pay our share of employment taxes, with respect to such ordinary income. The optionee may also be subject to federal gift
tax on the value of the transferred stock option at the time the transfer of the stock option is considered completed for gift purposes.
The Internal Revenue Service takes the position that the transfer is not complete until the stock option is fully vested.
Stock Appreciation Rights
No taxable income is recognized when a SAR is granted to a participant. Upon exercise, the participant will recognize ordinary income
in an amount equal to the amount of cash received and the fair market value of any shares of our common stock received. Any
additional gain or loss recognized upon later disposition of the shares is capital gain or loss, which may be long-term or short-term
capital gain or loss depending on the holding period.
Restricted Stock, Restricted Stock Units, Performance Shares and Performance
ShareUnits
A participant generally will not have taxable income upon grant of restricted stock, restricted stock units, performance shares, or
performance share units. Instead, the participant will recognize ordinary income at the time of vesting equal to the fair market value
(on the vesting date) of the shares or cash received minus any amount paid. For restricted stock only, a participant instead may elect
to be taxed at the time of grant.
PROPOSAL5: APPROVAL OF AMENDMENTS TO THE STOCK INCENTIVE PLAN / PVH CORP. 2023 PROXY STATEMENT / 97
Other Stock-Based Awards
A participant generally will recognize income upon receipt of the shares subject to award (or, if later, at the time of vesting of such
shares).
Tax Effect for the Company
We generally will be entitled to a tax deduction in connection with an award granted under the Stock Incentive Plan in an amount equal
to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a
nonqualied stock option). Special rules limit the deductibility of compensation paid to the chief executive ofcer, to the chief nancial
ofcer and to each of the next three most highly compensated executive ofcers as well as certain current and former ofcers. Under
Section162(m)of the Code, the annual compensation paid to any of these specied executives will be deductible only to the extent
that it does not exceed $1,000,000.
New Plan Benets
The amounts that may be received under the Stock Incentive Plan in the future are not determinable, as the Stock Incentive Plan,
as amended, will not be effective unless and until approved by our stockholders, and such amounts will depend on actions of the
Committee, the performance of PVH and the value of our common stock. For details on the equity compensation grants made to our
Named Executive Ofcers under the Stock Incentive Plan in 2022, see “Grants of Plan-Based Awards” on page 64, and for details on
the equity compensation grants made to our non-employee directors in 2022, see “Director Compensation” beginning on page 34.
98 / PVH CORP. 2023 PROXY STATEMENT / PROPOSAL6: RATIFICATION OF THE APPOINTMENT OF AUDITORS
Proposal6
Ratication of the
Appointment of Auditors
As a matter of good corporate governance, the Board of Directors is asking stockholders to ratify the
selection of the independent auditor even though such ratication is not required. If our stockholders
disapprove of the selection, the Board will ask the Audit& Risk Management Committee to reconsider
the selection for the scal year ending February2, 2025, as it would be impracticable to replace our
auditors so late in our current scal year.
The Audit& Risk Management Committee is directly responsible for the appointment, compensation
and oversight of the work of the independent auditor. The Committee has selected Ernst& Young LLP
as our independent auditors for the scal year ending February4, 2024. Ernst& Young or one of its
predecessors has served continuously as our auditors since 1938. The Committee Chair is actively
involved and consults with other members of the Committee regarding the appointment of Ernst&
Young’s lead engagement partner. The Audit & Risk Management Committee evaluated Ernst & Young’s
institutional knowledge and experience, quality of service, sufciency of resources, and quality of the
team’s communications and interactions, as well as the teams’ objectivity and professionalism. As a
result, the Committee and the Board believe the continued retention of Ernst& Young to serve as our
auditors is in the best interests of PVH and our stockholders.
We expect representatives of Ernst& Young to attend the meeting. Those individuals will have the
opportunity to make a statement if they wish and will be available to respond to appropriate questions
from stockholders.
The Board of Directors
recommends a vote
FOR the ratication of
the appointment of the
auditors.
Proxies received in
response to this solicitation
will be voted FOR this
proposal unless the
stockholder species
otherwise.
Fees Paid to Auditors
The following table sets forth the aggregate fees billed by Ernst& Young LLP, the member rms of Ernst& Young LLP, and their
respective afliates for professional services rendered to us for the audit of our annual nancial statements for the scalyears ended
January29, 2023 and January30, 2022 for the reviews of the nancial statements included in our Quarterly Reports on Form10-Q
led during those years, and for other services rendered on our behalf during those scalyears. All such fees were pre-approved by the
Audit& Risk Management Committee.

2022
($)
2021 
($) 
Audit Fees
1
7,610,000 7,055,000
Audit-Related Fees
2
151,000 160,000
Tax Fees
3
2,214,000 2,965,000
All Other Fees — —
1 Consistsoffeesforprofessionalservicesperformedfortheauditofourannualnancialstatements,theauditofinternalcontrolovernancialreportinginconjunctionwiththe
auditofourannualconsolidatednancialstatements,andreviewsofnancialstatementsincludedinourQuarterlyReportsonForm10-Q.Auditfeesalsoincludeservicesthatare
normallyprovidedinconnectionwithstatutorylingrequirements.
2 Includesfeesthatarerelatedtoaccountingconsultationsconcerningnancialaccountingandreportingstandardsandcertainattestationservicesrelatedtonancialreporting.
3 Includesfeesforservicestoassistusinthepreparationofourtaxreturnsandfortheprovisionoftaxadvice.Suchfeesincludetaxcompliancefeesof$473,000in2022and
$541,000 in 2021.
The Audit& Risk Management Committee’s charter requires it to pre-approve at its meetings all audit and non-audit services provided
by our outside auditors. The charter permits the Committee to delegate to any one or more of its members the authority to grant such
pre-approvals. Any such delegation of authority may be subject to any rules or limitations the members deem appropriate. A member’s
decision to pre-approve any services using such delegated authority must be presented to the full Committee at its next meeting.
AUDIT COMMITTEE REPORT / PVH CORP. 2023 PROXY STATEMENT / 99
Audit Committee Report
PVH management has the primary responsibility for the nancial statements and the reporting process, including the system of
internal controls. The independent auditors audit the nancial statements and express an opinion on the nancial statements based
on their audit. The Audit& Risk Management Committee is directly responsible for the appointment, compensation and oversight of
the independent auditors, and reviews PVH’s nancial reporting process on behalf of the Board of Directors.
The Audit& Risk Management Committee, in evaluating and selecting the independent auditors, considers, among other things,
external data on the audit quality of the audit rm, including recent Public Company Accounting Oversight Board (“PCAOB”) reports;
the audit rm’s industry experience, capabilities, and approach in handling the breadth and complexity of PVH’s global operations;
the quality and consistency of the audit rm’s personnel and communication; the appropriateness of the audit rm’s fees; and the
independence and objectivity of the audit rm.
As part of its oversight of PVH’s nancial statements and reporting process, the Committee has met and held discussions with
management, internal auditing staff and Ernst& Young LLP, the independent auditors. Management represented to the Committee that
the consolidated nancial statements were prepared in accordance with accounting principles generally accepted in the UnitedStates,
and the Committee has reviewed and discussed the audited consolidated nancial statements with management and the independent
auditors. The Committee discussed with the independent auditors matters required to be discussed by the applicable requirements of
the PCAOB and theSEC.
In addition, the Committee has received the written disclosures and the letter from the independent auditors required by applicable
requirements of the PCAOB regarding the independent auditors’ communications with the Committee concerning independence, and
has discussed with the independent auditors the auditors’ independence from PVH and PVH management. The Committee also has
considered whether the independent auditors’ provision of non-audit services to PVH is compatible with the auditors’ independence.
The Committee discussed with the internal and independent auditors the overall scope and plans for their respective audits. It meets
with the internal and independent auditors, with and without management present, to discuss the results of their examinations, the
evaluations of PVH’s internal controls, and the overall quality of PVH’s nancial reporting.
In reliance on the reviews and discussions referred to above, the Committee recommended to the Board that the audited consolidated
nancial statements be included in PVH’s Annual Report on Form10-K for the year ended January29, 2023, as led with the SEC.The
Committee also has recommended stockholder ratication of the selection of the independent auditors.
The members of the Committee reviewed and met with management and the independent auditors on a quarterly basis to discuss
PVH’s earnings releases and, as applicable, PVH’s Quarterly Reports on Form10-Q and Annual Report on Form10-K.The Committee
also reviews and meets, when needed, in conjunction with earnings guidance issued other than in quarterly earnings releases.
Mr.Callinicos joined the Committee on March21, 2023. He did not participate as a Committee member in any of the activities
described above, all of which took place prior to that date. As such, although he is a Committee member as of the date of this Proxy
Statement, his name has not been included as one of the signatories of this Report.
Audit& Risk Management Committee
Edward R.Rosenfeld, Chair
Ajay Bhalla
V.James Marino
Amy McPherson
100 / PVH CORP. 2023 PROXY STATEMENT
Security Ownership of Certain Benecial
Owners and Management
5% Stockholders
The following table presents certain information with respect to the persons who are known by us to be the benecial owners of more
than ve percent of our common stock as of the record date for the meeting.
The persons listed below have advised us that they have sole voting and investment power with respect to the shares listed as owned
by them, except as otherwise indicated.
Name and Address of Benecial Owner
Amount Benecially
Owned Percent of Class
PZENA Investment Management, LLC
1
320 Park Avenue, 8th Floor
NewYork, NY10022
7,386,406 11.8
The Vanguard Group
2
100 Vanguard Blvd.
Malvern, PA19355
6,423,991 10.2
Blackrock, Inc.
3
55 East 52nd Street
NewYork, NY10055
6,042,276 9.6
FMR LLC
4
245 Summer Street
Boston, MA02210
4,130,495 6.6
1 PzenaInvestmentManagement,LLC(“Pzena”),aninvestmentadviserregisteredundersection203oftheInvestmentAdvisersAct,maybedeemedthebenecialownerof
7,386,406sharesofourcommonstock,including6,001,709shareswithrespecttowhichithassolevotingpowerandastoall7,386,406ofwhichithassoledispositivepower.
Information(otherthanpercentageownership)reportedonthetableandinthisfootnoteisasofDecember31,2022,andisbasedontheStatementofBenecialOwnershipon
Schedule13G/AledbyPzenaonJanuary20,2023,withtheSEC.
2 TheVanguardGroup,Inc.(“Vanguard”),aninvestmentadviserinaccordancewithExchangeActRule13d-1(b)(1)(ii)(E),maybedeemedthebenecialownerof6,423,991shares
ofourcommonstock,including57,578shareswithrespecttowhichithassharedvotingpower,6,301,248sharesofwhichithassoledispositivepower,and122,743sharesof
whichithasshareddispositivepower.Information(otherthanpercentageownership)reportedonthetableandinthisfootnoteisasofDecember31,2022,andisbasedonthe
StatementofBenecialOwnershiponSchedule13G/AledbyVanguardonFebruary9,2023,withtheSEC.
3 BlackRock,Inc.,aparentholdingcompanyorcontrolpersoninaccordancewithExchangeActRule13d-1(b)(1)(ii)(G),maybedeemedthebenecialownerof6,042,276sharesof
ourcommonstock,including5,873,854shareswithrespecttowhichithassolevotingpowerandastoall6,042,276sharesofwhichithassoledispositivepower.Thefollowing
entitiesownsharesincludedintheaboveownership:BlackRockLifeLimited;BlackRockAdvisors,LLC;AperioGroup,LLC;BlackRock(Netherlands)B.V.;BlackRockFundAdvisors;
BlackRockInstitutionalTrustCompany,NationalAssociation;BlackRockAssetManagementIrelandLimited;BlackRockFinancialManagement,Inc.;BlackRockJapanCo.,Ltd.;
BlackRockAssetManagementSchweizAG;BlackRockInvestmentManagement,LLC;BlackRockInvestmentManagement(UK)Limited;BlackRockAssetManagementCanada
Limited;BlackRock(Luxembourg)S.A.;BlackRockInvestmentManagement(Australia)Limited;BlackRockAdvisors(UK)Limited;BlackRock(Singapore)Limited;andBlackRock
FundManagersLtd.Information(otherthanpercentageownership)reportedonthetableandinthisfootnoteisasofDecember31,2022,andisbasedontheStatementof
BenecialOwnershiponSchedule13G/AledbyBlackRock,Inc.onJanuary27,2023,withtheSEC.
4 FMRLLC,aparentholdingcompanyorcontrolpersoninaccordancewithExchangeActRule13d-1(b)(1)(ii)(G),isthebenecialownerof4,130,495sharesofourcommonstock,
including4,042,035shareswithrespecttowhichithassolevotingpowerandastoall4,130,495sharesofwhichithassoledispositivepower.AbigailP.Johnson,aDirector,the
ChairmanandtheChiefExecutiveOfcerofFMRLLC,hasthesolepowertodisposeofthese4,130,495shares.MembersoftheJohnsonfamily,includingAbigailP.Johnson,are
thepredominantowners,directlyorthroughtrusts,ofSeriesBvotingcommonsharesofFMRLLC,representing49%ofthevotingpowerofFMRLLC.TheJohnsonfamilygroupand
allotherSeriesBshareholdershaveenteredintoashareholders’votingagreementunderwhichallSeriesBvotingcommonshareswillbevotedinaccordancewiththemajority
voteofSeriesBvotingcommonshares.Accordingly,throughtheirownershipofvotingcommonsharesandtheexecutionoftheshareholders’votingagreement,membersofthe
Johnsonfamilymaybedeemed,undertheInvestmentCompanyActof1940,toformacontrollinggroupwithrespecttoFMRLLC.Theaboveownershipreectsthesecurities
beneciallyowned,orthatmaybedeemedtobebeneciallyowned,byFMRLLC,certainofitssubsidiariesandafliates,andothercompanies(collectively,the“FMRReporters”).
Thefollowingentitiesownsharesincludedintheaboveownership:FIAMLLC,aninvestmentadvisorregisteredunderSection203oftheInvestmentAdvisorsActof1940;Fidelity
InstitutionalAssetManagementTrustCompany,abankasdenedinSection3(a)(6)oftheExchangeAct;FidelityManagement&ResearchCompanyLLC,aninvestmentadvisor
registeredunderSection203oftheInvestmentAdvisersActof1940;FidelityManagementTrustCompany,abankasdenedinSection3(a)(6)oftheExchangeAct;andStrategic
Advisers,Inc.,aninvestmentadviserregisteredunderSection203oftheInvestmentAdvisersActof1940.Theaboveownershipdoesnotreectsecurities,ifany,beneciallyowned
bycertainothercompanieswhosebenecialownershipofsecuritiesisdisaggregatedfromthatoftheFMRReportersinaccordancewithSECReleaseNo.34-39538(January12,
1998).Information(otherthanpercentageownership)reportedonthetableandinthisfootnoteisasofDecember31,2022,andisbasedontheStatementofBenecial
OwnershiponSchedule13G/AledbyFMRLLConFebruary9,2023,withtheSEC.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT / PVH CORP. 2023 PROXY STATEMENT / 101
Directors, Nominees for Director, and Executive Ofcers
The following table presents certain information with respect to the number of shares of our common stock benecially owned as of
the record date by the following individuals:
• Each of our directors
• Each of the nominees for director
• Our Named Executive Officers
• Our directors, the nominees for director, and our executive officers, as a group
Each of the individuals named below has sole voting and investment power with respect to the shares listed as owned by him or her
except as otherwise indicated below.
AmountBenecially
Owned
1
PercentofClass
Ajay Bhalla 0
2
-
Michael M.Calbert 72,168
3
*
Brent Callinicos 15,368 *
George Cheeks 4,582 *
Zachary J.Coughlin 13,803 *
Patricia Donnelly 4,862 *
Mark D.Fischer 25,341 *
Joseph B.Fuller 31,278 *
Julie A.Fuller 20,893 *
Martijn Hagman 36,504 *
James W.Holmes 10,493 *
Stefan Larsson 180,807 *
V.James Marino 32,278 *
G.Penny McIntyre 15,204 *
Amy McPherson 11,511 *
Allison Peterson 4,582 *
Edward R.Rosenfeld 16,368 *
Amanda Sourry 11,511 *
All Directors, Nominees for Director and Executive Officers as a Group (17 People) 492,192 *
* Lessthan1%ofclass.
1 Theguresinthetablearebaseduponinformationfurnishedtousbyourdirectors,nomineesfordirector,andexecutiveofcersanduponourrecords.Theguresincludethe
sharesheldforthebenetofourexecutiveofcers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benetinthetrustforthePVHStockFund.
2 Mr.BhallahasbeenontheBoardforlessthanoneyear.
3 Includesanaggregateof65,700sharesheldbytrustsforthebenet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 people have the right to cast votes equal to the following number of shares held in the trust for the
PVH Stock Fund (which have been rounded to the nearest full share): Mark D.Fischer, 707 shares; James W.Holmes, 439 shares; and
all of our directors, nominees for director and executive ofcers as a group, 707 shares.
The Trustee of the trust for the PVH Stock Fund has the right to vote shares in the trust that are unvoted as of twodays prior to the
meeting in the same proportion as the vote by all other participants in our 401(k)plan who have cast votes with respect to their
investment in the Fund. The committee that administers our 401(k)plan makes all decisions regarding the disposition of common
stock held in the trust for the Fund, other than the limited right of a participant to receive a distribution of shares held for his or her
benet. As such, the committee may be deemed to be a benecial owner of the common stock held in the trust. Mr.Coughlin and
Ms. Fuller are two of the three members of that committee. The gures 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 benecial ownership of such shares. There were
310,025 shares of common stock (0.5% of the outstanding shares) held in the trust as of the record date.
102 / PVH CORP. 2023 PROXY STATEMENT / SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table also includes the following shares that each of the individuals and the group listed on the table have the right to acquire
within 60days of the record date upon the exercise of stock options granted to them: Zachary J.Coughlin, 5,475 shares; Mark
Fischer, 8,600 shares; Julie A.Fuller, 8,850 shares; Martijn Hagman, 24,700 shares; James W.Holmes, 7,600 shares; Stefan
Larsson, 133,825 shares; and all of our directors, nominees for director and executive ofcers as a group, 181,450 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: Michael M.Calbert, 6,462 shares; Brent
Callinicos, 3,061 shares; George Cheeks, 3,061 shares; Zachary J.Coughlin, 5,282 shares; Joseph B.Fuller, 31,278 shares; Martijn
Hagman, 99 shares; Stefan Larsson, 4,275 shares;V.James Marino, 3,061 shares; Amy McPherson, 3,061 shares; Allison Peterson,
3,061 shares; Amanda Sourry, 3,061 shares; and all of our directors, nominees for director and executive ofcers as a group,
65,762 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): G.Penny McIntyre, 14,204
shares; Edward R.Rosenfeld, 15,368 shares; and all of our directors, nominees for director and executive ofcers as a group, 29,572
shares.
The table does not include the following shares of common stock that were eligible to be received within 60days after the record date
as payouts of performance share unit awards for three-year performance cycles ended during this period if the performance criteria
were satised (and in the case of Mr. Larsson, shares received on May 2, 2023 as a result of performance criteria being satised)
(see pages 71-72): Martijn Hagman, 2,946 shares; Stefan Larsson, 26,812 shares; and all of our directors, nominees for director and
executive ofcers as a group, 29,758 shares.
PVH CORP. 2023 PROXY STATEMENT / 103
General Information
About the Annual Meeting
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of PVH Corp. to be used at the
Annual Meeting of Stockholders on Thursday, June22, 2023, and at any adjournment or postponement thereof.
Our principal executive ofces are located at 285 Madison Avenue, NewYork, NewYork 10017.
“Green” Initiative
Pursuant to SEC rules, we are furnishing this Proxy Statement and our Annual Report on Form10-K for our scal year ended
January29, 2023, excluding the exhibits (which we refer to as the “proxy materials”), to our stockholders via the Internet instead of
mailing printed copies. This process gives our stockholders quicker access to the proxy materials, reduces the costs of printing and
mailing the proxy materials, and lessens the environmental impact of our Annual Meeting. Accordingly, on or around May 10, 2023, we
began sending to our stockholders a Notice Regarding the Availability of Proxy Materials (“Notice”). If you received a Notice, you will
not receive a printed copy of the proxy materials unless you request one. The Notice provides instructions on how to access the proxy
materials online, how to request a printed set of proxy materials, and how to vote your shares.
If you received a printed copy of the Notice but would like to enroll in our electronic delivery service, you may do so at any time by going
to www.proxyconsent.com/pvh and following the enrollment instructions. If you hold your shares in a bank or brokerage account, please
check the information in the proxy materials provided to you by your bank or broker to determine if you can receive these documents
electronically in the future.
If you receive more than one copy of the Notice at the same address (perhaps because you share that address with another
stockholder), you can opt to save us the cost of mailing duplicates by participating in what is known as “householding.” To opt into
householding, or if you no longer wish to participate in householding and would prefer to receive a separate Notice or set of proxy
materials, please send your written request, with account information, to the Secretary of PVH at the address shown above.
Who Can Vote
Common stockholders of record at the close of business on April24, 2023, the record date for the meeting, will be entitled to one vote
for each share of our common stock then held. As of the record date, there were 62,788,101 shares of common stock outstanding.
Who Can Attend
Attendance at the meeting will be limited to holders of record as of the record date of our common stock or their proxies, benecial
owners, and invited guests of PVH.
How to Attend
Our Annual Meeting will be “virtual” —conducted exclusively online via live webcast. You will be able during the virtual meeting to vote
your shares electronically, submit questions, and view the list of stockholders entitled to vote at the meeting if you register in advance
by following the directions below.
The Annual Meeting live webcast will begin promptly at 8:45a.m., EDT, on June22, 2023. Online check-in will begin promptly at
8:30a.m., EDT, and you should allow ample time for the online check-in procedures. Virtual attendance at our Annual Meeting
constitutes presence in person for purposes of a quorum at the meeting.
Stockholders of Record: Holders of record can participate in the virtual meeting by registering at www.proxydocs.com/pvh. After
registering, you will receive a conrmation email and an email approximately one hour prior to the start of the meeting to the email
address you provided during registration with a unique link to the virtual meeting.
104 / PVH CORP. 2023 PROXY STATEMENT / GENERAL INFORMATION ABOUT THE ANNUAL MEETING
Benecial Owners: If you hold shares in a bank or brokerage account, you must obtain a legal proxy and a control number from your
brokerage rm to attend the meeting. To access the site with a control number, visit www.proxydocs.com/brokers/pvh.
After you register using the control number, you will receive a conrmation email and an email approximately one hour prior to the start
of the meeting to the email address you provided during registration with a unique link to the virtual meeting.
Technical Assistance
If you want to conrm in advance that you are able to access the meeting, or if you experience technical difculties during the check-in
process or during the meeting, you can get technical support beginning at 9:00a.m. CDT on May 11,2023, through the conclusion of
the meeting by contacting EQ Shareowner Services at1-800-469-9716.
How to Vote
By Internet and telephone: If you are a record owner, you may vote your proxy on the Internet at www.proxydocs.com/pvh. To vote by
telephone in the U.S.or Canada, dial toll-free1-866-883-3382.
By written proxy: If you are a record owner, you can mark, sign and date your proxy card and return it in the postage-paid envelope
provided. If you received a Notice or the proxy materials electronically, you may request a proxy card by following the instructions on the
Notice.
At the virtual meeting: If you are a record owner, you may vote electronically during the meeting by following the instructions at
www.proxydocs.com/pvh.
If you hold your shares in a bank or brokerage account, you will receive instructions on how you may vote from your bank or broker.
How We Will Treat Incomplete Proxies
The shares represented by any proxy solicited by the Board of Directors will be voted in accordance with the stockholder’s directions
unless the proxy is revoked. If we receive a valid submitted proxy card or an electronic ballot that doesn’t include voting instructions for
one or all of the proposals, we will vote the shares represented FOR each of the director nominees in Proposal1, FOR Proposals 2, 4,
5 and 6, and ONE YEAR for Proposal3.
How to Change Your Vote or Revoke Your Proxy
If you are a stockholder of record, you may revoke your proxy or change your vote before the meeting by sending a written revocation to
the Secretary of PVH, or by granting a new proxy bearing a later date (which automatically revokes the earlier proxy). You may change
your vote by voting online during the meeting (until the polls close) but you may not revoke a previously submitted proxy once the
meeting begins. If you intend to revoke your proxy by providing written notice to the Secretary, please send a copy of your notice via
email to CorporateSecretar[email protected]. If you are a benecial owner and you wish to change your vote or revoke your proxy, please
contact your bank, brokerage rm or other custodian, nominee, or duciary. Shares represented by proxies will be voted at the meeting
unless revoked.
Stockholder List
Any stockholder as of the record date who has a purpose germane to the meeting may view a complete list of stockholders entitled
to vote at the meeting during the ten-day period before the meeting. To request access to the stockholder list, send an email to
CorporateSecretar[email protected], stating the purpose of the request and providing proof of ownership of our common stock.
How to Submit Questions
Prior to the meeting, stockholders as of the record date may submit written questions via www.proxydocs.com/pvh. During the meeting,
stockholders may submit questions in real-time by accessing the virtual meeting site at www.proxydocs.com/pvh. We will try to answer
as many questions as time permits. However, we reserve the right to edit profanity or other inappropriate language, or to exclude
questions that are not pertinent to meeting matters, are otherwise inappropriate, or fail to comply with the meeting rules of conduct. If
we receive substantially similar questions, we will group them together and provide a single response to avoid repetition.
GENERAL INFORMATION ABOUT THE ANNUAL MEETING / PVH CORP. 2023 PROXY STATEMENT / 105
Abstentions and Broker Non-Votes
A broker non-vote occurs when a nominee holding shares for a benecial owner does not vote on a particular proposal because the
nominee does not have discretionary voting power with respect to that item and has not received instructions from the benecial
owner. Banks, brokers and other nominees have discretionary voting power only with respect to the ratication of the appointment of
our auditor.
Abstentions and broker non-votes will be included in the determination of the number of shares present at the meeting for quorum
purposes.
Required Vote for Each Proposal
The table below shows the voting requirement for each proposal to be presented at the Annual Meeting.
Proposal
Board
recommendation Vote required to pass
Effect of
abstentions
Effect of broker
non-votes
Election of directors FOR each
nominee
Majority of votes cast No effect No effect
Advisory vote on executive compensation FOR Majority of shares present and
entitled to vote on this matter
Same effect as a
vote AGAINST
No effect
Advisory vote regarding the frequency
of futureadvisory votes on executive
compensation
ONE YEAR Plurality of votes cast No effect No effect
Approval of an amendment to our Certificate
ofIncorporation
FOR Majority of shares eligible to
vote
Same effect as a
vote AGAINST
Same effect as a
vote AGAINST
Approval of amendments to PVH Corp.’s Stock
Incentive Plan
FOR Majority of shares present and
entitled to vote on this matter
Same effect as a
vote AGAINST
No effect
Ratification of Ernst& Young LLP as our
independent auditor for fiscal year 2022
FOR Majority of shares present and
entitled to vote on this matter
Same effect as a
vote AGAINST
No effect/not
applicable
Other Matters Presented at the Annual Meeting
In accordance with the requirements of advance notice described in our By-Laws, no stockholder nominations or stockholder proposals
other than those included in this Proxy Statement will be presented at the Annual Meeting. The Board of Directors does not intend to
present any matter of business at the meeting other than those described in this Proxy Statement. However, if other matters properly
come before the meeting, the individuals named in the enclosed form of proxy will vote any proxies in accordance with their judgment.
Stockholder Proposals for the 2024 Annual Meeting
If you wish to present a proposal at our 2024 Annual Meeting of Stockholders and want that proposal included in our Proxy Statement,
we must receive the requisite information on or before January 11, 2024.
Director Nominations for Inclusion in 2024 Proxy Statement
If you wish to nominate a person for election as a director at our 2024 Annual Meeting of Stockholders and want the nominee included
in our Proxy Statement pursuant to the proxy access provisions of our By-Laws, we must receive notice between December 12, 2023,
and January 11, 2024. The notice must contain the information required by our By-Laws.
Other Stockholder Proposals
If you intend to present a proposal or nominate a person for election as a director at our 2024 Annual Meeting of Stockholders other
than as described above, you must comply with the requirements set forth in our By-Laws. Our By-Laws require, among other things,
that we receive written notice of the intent to present a proposal or nomination between the close of business on February23, 2024,
and the close of business on March24, 2024. The notice must contain the information required by our By-Laws.
In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules, stockholders who
intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of
Rule14a-19 under the ExchangeAct.
106 / PVH CORP. 2023 PROXY STATEMENT / GENERAL INFORMATION ABOUT THE ANNUAL MEETING
Costs of This Proxy Solicitation
We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this Proxy Statement and other material that
may be sent to stockholders in connection herewith.
Solicitation may be made by mail, telephone, or in-person. We may reimburse persons holding shares in their names or in the names
of nominees for their expense in sending proxies and proxy materials to their principals. In addition, D.F.King& Co., Inc. will aid in the
solicitation of proxies for a fee of $9,500 plus expenses.
Interests of Certain Persons in Matters to Be Acted Upon
No director or executive ofcer of PVH who has served at any time since the beginning of the 2022 scal year, and no nominee for
election as a director, or any of their respective associates, has any substantial interest, direct or indirect, in any matter to be acted
upon at the Annual Meeting other than the interests held by such persons through their respective benecial ownership of the shares
of our capital stock set forth above in the section entitled “Security Ownership of Certain Benecial Owners and Management” and as
disclosed in “Proposal4 — Approval of an Amendment to Our Certicate of Incorporation to Update the Exculpation Provision.”
Mark D.Fischer
Secretary
NewYork, NewYork
May 10, 2023
PVH CORP. 2023 PROXY STATEMENT / A-1
Exhibit A
GAAP To Non-GAAP Reconciliations
(Dollars and shares in millions, except per share data)
2022
GAAP Adjustments
(1)
Non-GAAP
Foreign
Exchange
Impact
Constant
Currency
Revenue–Consolidated $9,024 $629 $9,653
Tommy Hilfiger North America 1,293
Tommy Hilfiger International 3,365 378 3,743
Tommy Hilfiger 4,657 387 5,044
Calvin Klein North America 1,430
Calvin Klein International 2,353 226 2,579
Calvin Klein 3,783 232 4,015
Heritage Brands 583
Earnings Before Interest and Taxes $471 $(386) $857 $94 $951
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp. $200 $(393) $594
Total Shares for Diluted Net Income per Common Share 66 66
Diluted Net Income per Common Share Attributable to PVH Corp. $3.03 $8.97
2021
GAAP Adjustments
(2)
Non-GAAP
Revenue–Consolidated $9,155
Tommy Hilfiger North America 1,185
Tommy Hilfiger International 3,519
Tommy Hilfiger 4,704
Calvin Klein North America 1,322
Calvin Klein International 2,339
Calvin Klein 3,660
Heritage Brands 791
Earnings Before Interest and Taxes $1,077 $94 $983
Net Income per Common Share Calculation
Net Income Attributable to PVH Corp. $952 $223 $729
Total Shares for Diluted Net Income per Common Share 72 72
Diluted Net Income per Common Share Attributable to PVH Corp. $13.25 $10.15
1 Adjustmentsfor2022representtheeliminationof(i)thenetcostsincurredinconnectionwithourdecisiontoexitfromourRussiabusiness,includingtheclosureofourretail
storesinRussiaandthecessationofourwholesaleoperationsinRussiaandBelarus,consistingofnoncashassetimpairments,contractterminationandothercosts,and
severance,partiallyoffsetbyagainoncontractterminations;(ii)thegainrecordedinconnectionwiththesaleofourequityinvestmentinKarlLagerfeldHoldingB.V.(the“Karl
Lagerfeldtransaction”);(iii)thenoncashgoodwillimpairmentcharge,whichwasnon-operationalanddrivenbyasignicantincreaseindiscountrates;(iv)thecostsrelatedto
initialactionstakenundertheplansannouncedinAugust2022toreducepeoplecostsinourglobalofcesbyapproximately10%bytheendof2023,(the“2022costsavings
initiative”),consistingofseverance;(v)therecognizedactuarialgainonretirementplans;and(vi)thetaxeffectsassociatedwiththeforegoingpre-taxitems.
2 Adjustmentsfor2021representtheeliminationof(i)thecostsrelatedtoactionstoreduceourworkforce,primarilyininternationalmarkets,andourrealestatefootprintconsisting
ofnoncashassetimpairments,severance,andcontractterminationandothercosts;(ii)thecostsrelatedtoexitingtheHeritageBrandsRetailbusinessconsistingofseverance
andotherterminationbenets,acceleratedamortizationofleaseassetsandcontractterminationandothercosts;(iii)thegainrecordedinconnectionwiththesaleofcertain
A-2 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT A
intellectualpropertyandotherassetsofourHeritageBrandsbusinessthatclosedontherstdayofthethirdquarterof2021(the“HeritageBrandstransaction”),whichincludes
againonthesale,lesscoststosell,andanetgainonourretirementplansassociatedwiththetransaction;(iv)thecostsincurredinconnectionwiththeHeritageBrands
transaction,consistingofseverance;(v)therecognizedactuarialgainonretirementplans;(vi)thetaxeffectsassociatedwiththeforegoingitems;and(vii)theone-timediscretetax
benetsprincipallyresultingfromataxaccountingmethodchangemadeinconjunctionwithour2020U.S.federalincometaxreturn.
Reconciliations of GAAP earnings before interest and taxes to
earnings before interest and taxes on a non-GAAP basis
(Dollars in millions)
2022 2021
Earnings before interest and taxes $471 $1,077
Items excluded:
SG&A expenses associated with actions to reduce our workforce, primarily in international markets,
andourreal estate footprint
48
SG&A expenses associated with exiting the Heritage Brands Retail business 21
SG&A expenses associated with the Heritage Brands transaction 5
SG&A expenses associated with the decision to exit from our Russia business 43
SG&A expenses associated with the 2022 cost savings initiative 20
Goodwill impairment 417
Actuarial gain on retirement plans (recorded in non-service related pension and postretirement income) (78) (49)
Gain in connection with the Heritage Brands transaction (recorded in other gain) (119)
Gain in connection with the Karl Lagerfeld transaction (recorded in equity in net income of
unconsolidatedaffiliates)
(16)
Earnings before interest and taxes on a non-GAAP basis $857 $983
Reconciliation of non-GAAP earnings before interest and taxes to
earnings before interest and taxes for 2022 bonus performance cycle
(Dollars in millions)
2022
Earnings before interest and taxes on a non-GAAP basis $857
2022 Adjustments:
Debt fee expense from refinance of senior credit facilities 3
Foreign exchange adjustment 49
Performance cycle bonus earnings before interest and taxes $909
EXHIBIT B / PVH CORP. 2023 PROXY STATEMENT / B-1
Exhibit B
NEO Employment Agreements
Name Description SEC Filing
Stefan Larsson • Employment Agreement
• Salary Reduction Consent and Waiver
• First Amendment to Employment
Agreement
• Current Report on Form8-K led on May22, 2019, Exhibit 10.1
• Quarterly Report on Form10-Q for the period ended May3,
2020, Exhibit 10.3
• Current Report on Form8-K led on February1, 2021,
Exhibit 10.1
Zachary J. Coughlin • Employment Agreement • Current Report on Form8-K led on February9, 2022,
Exhibit10.1
James W. Holmes • Employment Agreement
• Salary Reduction Consent and Waiver
• Annual Report on Form10-K for the scal year ended January30,
2022, Exhibit 10.27
• Annual Report on Form10-K for the scal year ended January30,
2022, Exhibit 10.28
Mark D. Fischer • Employment Agreement • Annual Report on Form10-K for the scal year ended January29,
2023, Exhibit 10.24
Julie A. Fuller • Employment Agreement • Annual Report on Form10-K for the scal year ended January30,
2022, Exhibit 10.29
Martijn Hagman • Employment Agreement • Annual Report on Form10-K for the scal year ended January31,
2021, Exhibit 10.25
Patricia Donnelly • Employment Agreement • Annual Report on Form10-K for the scal year ended January30,
2022, Exhibit 10.30
PVH CORP. 2023 PROXY STATEMENT / C-1
Exhibit C
Certicate of Amendment to the Amended and Restated Certicate
of Incorporation of PVH Corp.
__________________________
Under Section 242 of the
General Corporation Law
__________________________
PVH Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does
hereby certify as follows:
1. The original name of the Corporation was Phillips-Van Heusen Corporation.
2. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State on April 8, 1976. The Corporation filed an
Amended and Restated Certificate of Incorporation with the Secretary of State on June 20, 2019.
3. This Certificate of Amendment amends the provisions of the Corporation’s Amended and Restated Certificate of Incorporation by
deleting Article SEVENTH of the Amended and Restated Certificate of Incorporation of the Corporation in its entirety and substituting
in lieu thereof, the following:
“SEVENTH: No director or ofcer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary
damages for breach of his or her duciary duty as a director or ofcer; provided, however, that nothing in this Article SEVENTH shall
eliminate or limit the liability (i) of any director or ofcer for any breach of the director’s or ofcer’s duty of loyalty to the Corporation
or its stockholders, (ii) of any director or ofcer for acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) of any director under Section 174 of the General Corporation Law of the State of Delaware, (iv) of any
director or ofcer for any transaction from which the director or ofcer derived an improper personal benet, or (v) of any ofcer in
any action by or in the right of the Corporation. No amendment to or repeal of this provision shall apply to or have any effect on the
liability or alleged liability of any director or ofcer of the Corporation for or with respect to any acts or omissions of such director or
ofcer occurring prior to such amendment or repeal.”
5. The foregoing amendment to the Amended and Restated Certificate of Incorporation of the Corporation has been duly authorized
and adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
C-2 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT C
IN WITNESS WHEREOF, the Corporation has caused this Certicate of Amendment to be signed by the undersigned, a duly authorized
ofcer of the Corporation, on this 22nd day of June, 2023.
Mark D. Fischer, Executive Vice President
Exhibit D
Stock Incentive Plan (as Proposed to be Amended)
(As Amended And RestAted effective June 22, 2023)
1. Establishment, Objectives and Duration.
(a) Establishment of the Plan. PVH Corp. established this incentive compensation plan to permit the granting of Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Share Units and Other Stock-Based Awards to the persons and for the purposes described herein. The
Plan first became effective on April 27, 2006 (the “Effective Date”), was amended and restated effective April 30, 2009,
June 25, 2009, June 23, 2011, April 26, 2012, May 7, 2014, April 30, 2015 and April 20, 2020 and had its material terms
approved at the 2006, 2011 and 2015 Annual Meeting of Stockholders. Definitions of capitalized terms used in the Plan are
contained in the attached glossary, which is an integral part of the Plan.
(b) Purposes of the Plan. The purposes of the Plan are to induce certain individuals to remain in the employ, or to continue to
serve as directors of, or consultants or advisors to, the Company and its present and future Subsidiaries, to attract new
individuals to enter into such employment or service and to encourage such individuals to secure or increase on reasonable
terms their stock ownership in the Company. The Board believes that the granting of Awards under the Plan will promote
continuity of management and increased incentive and personal interest in the welfare of the Company by those who are
or may become primarily responsible for shaping and carrying out the long range plans of the Company and securing its
continued growth and financial success.
(c) Duration of the Plan. No Award may be granted under the Plan after April 29, 2030, or such earlier date as the Board shall
determine. The Plan will remain in effect with respect to outstanding Awards until no Awards remain outstanding.
2. Administration of the Plan.
(a) The Committee. Except as otherwise provided in Section 2(d), the Plan shall be administered by the “Committee.” The
Committee shall consist of two or more members of the Board. It is intended that all of the members of the Committee shall
be “non-employee directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act. The Committee shall
be appointed annually by the Board, which may at any time and from time to time remove any members of the Committee,
with or without cause, appoint additional members to the Committee and fill vacancies, however caused, in the Committee.
Amajority of the members of the Committee shall constitute a quorum. All determinations of the Committee shall be made by
a majority of its members present at a meeting duly called and held, except that the Committee may delegate to any one of its
members the authority of the Committee with respect to the grant of Awards to any person who shall not be an officer and/or
director of the Company. Any decision or determination of the Committee reduced to writing and signed by all of the members
of the Committee (or by the member(s) of the Committee to whom authority has been delegated) shall be fully as effective as
if it had been made at a meeting duly called and held.
(b) Authority of the Committee. Subject to Applicable Laws and the provisions of the Plan (including any other powers given to the
Committee hereunder), and except as otherwise provided by the Board, the Committee shall have full and final authority in its
discretion to take all actions determined by the Committee to be necessary in the administration of the Plan, including, without
limitation, discretion to:
(i) select the Employees, Directors and Consultants to whom Awards may from time to time be granted hereunder;
(ii) determine whether and to what extent Awards are granted hereunder;
(iii) determine the size and types of Awards granted hereunder;
(iv) approve forms of Award Agreement for use under the Plan, which may include provisions stating that employment for
a specified period will not be required for vesting of an Award upon the occurrence of a Defined Event as set forth in
an Award Agreement (or otherwise provided for in a Participant’s employment agreement with the Company or any of
itsSubsidiaries);
(v) determine the terms and conditions of any Award granted hereunder;
(vi) establish performance goals for any Performance Period and determine whether such goals were satisfied;
(vii) amend the terms of any outstanding Award granted under the Plan; provided that, except as otherwise provided in
Section16, no such amendment shall reduce the Exercise Price of outstanding Options or the grant price of outstanding
SARs without the approval of the stockholders of the Company;
PVH CORP. 2023 PROXY STATEMENT / D-1
(viii) construe and interpret the terms of the Plan and any Award Agreement entered into under the Plan, and to decide all
questions of fact arising in its application; and
(ix) take such other action, not inconsistent with the terms of the Plan, as the Committee deems appropriate.
(c) Effect of Committee’s Decision. All decisions, determinations and interpretations of the Committee shall be final, binding and
conclusive on all persons, including the Company, its Subsidiaries, its stockholders, Employees, Directors, Consultants and
their estates and beneficiaries.
(d) Delegation. As permitted by Applicable Laws, the Committee may delegate its authority as identified herein, including the
power and authority to make Awards to Participants who are not “insiders” subject to Section 16(b) of the Exchange Act,
pursuant to such conditions and limitations as the Committee may establish.
3. Shares Subject to the Plan; Effect of Grants; Individual Limits.
(a) Number of Shares Available for Grants. Subject to adjustment as provided in Section 18 hereof, the maximum number of
Shares which may be issued pursuant to Awards under the Plan shall be 23,425,589. The 23,425,589 shares referred to
in the immediately preceding sentence include the 3,000,000 Shares initially included in the Plan as of the Effective Date,
4,400,000 shares added to the Plan as of June 25, 2009, 1,093,649 shares added to the Plan pursuant to paragraph
(i)ofthis Section 3(a) between the Effective Date and August 31, 2012, and 4,500,000 Shares added to the Plan as of
April26, 2012, 1,442,940 shares added to the plan as of February 15, 2013 in connection with the Company’s acquisition
of The Warnaco Group, Inc. (“Warnaco”) (of such 1,442,940 shares, 580,023 shares represent outstanding awards under
Warnaco’s equity plans assumed by the Company and 862,917 shares represent awards to be issued in the future),
3,000,000 shares added to the Plan as of April 30, 2015; 3,000,000 shares added to the Plan as of April 30, 2020 and
2,989,000 shares added to the Plan as of June 22, 2023. Any of the Shares reserved and available for issuance under the
Plan may be used for any type of Award under the Plan, and any or all of the Shares reserved for issuance under the Plan shall
be available for issuance pursuant to Incentive Stock Options.
(i) Shares that are potentially deliverable under an Award granted under the Plan that expires or is canceled, forfeited, settled
in cash or otherwise settled without the delivery of Shares shall not be treated as having been issued under the Plan.
(ii) Shares that are issued pursuant to awards that are assumed, converted or substituted in connection with a merger,
acquisition, reorganization or similar transaction shall not be treated as having been issued under the Plan; provided,
however, that the Shares referred to in this paragraph (ii) shall not be considered for purposes of determining the number
of Shares available for grant as Incentive Stock Options.
Notwithstanding any other provisions herein: (i) shares tendered in payment of the exercise price of an Award shall not be added
to the maximum share limitations described above, (ii) shares withheld by the Company to satisfy the tax withholding obligation
shall not be added to the maximum share limitations described above, and (iii) all shares covered by a Stock Appreciation Right, to
the extent that it is exercised and whether or not shares of Common Stock are actually issued upon exercise of the right, shall be
considered issued or transferred pursuant to the Plan.
The Shares to be issued pursuant to Awards may be authorized but unissued Shares or treasury Shares.
(b) Individual Limits. Subject to adjustment as provided in Section 16 hereof, the maximum aggregate number of Shares
with respect to which Awards may be granted in any calendar year to any one Participant who is not a Director shall be
1,000,000Shares.
(c) Individual Director Limit. Notwithstanding any other provisions herein, the maximum aggregate number of Shares with
respect to which Awards may be granted during any 12-month period to any one Director in respect of the Director’s service
as a member of the Board or a committee of the Board shall be limited to a number that, combined with any cash fees or
other compensation paid to such Director during such 12-month period in respect of the Director’s service on the Board
or a committee of the Board, shall not exceed $750,000 in total value, with the value of any such Director Awards based
on the grant date fair value of such Awards for financial reporting purposes. The Board may make exceptions to this limit
for the independent Director who is serving as Chair or presiding director, as applicable, as the Board may determine in its
discretion, provided that the Director receiving such additional compensation may not participate in the decision to award
suchcompensation.
(d) Share Counting. Each Share underlying a Stock Option or Stock Appreciation Right shall be counted as one share for purposes
of the limits set forth in Sections 3(a) and 3(b). Each Share underlying a combination of Stock Appreciation Right and Stock
Option, where the exercise of the Stock Appreciation Right or Stock Option results in the cancellation of the other, shall
be counted as one share for purposes of the limits set forth in Sections 3(a) and 3(b). Each Share underlying an Award of
Restricted Stock, Restricted Stock Unit, Performance Share, Performance Share Units or Other Stock-Based Award granted
prior to June 22, 2023 shall be counted as two shares for purposes of the limits set forth in Sections 3(a) and 3(b). Each
Share underlying an Award of Restricted Stock, Restricted Stock Unit, Performance Share, Performance Share Units or Other
Stock-Based Award granted on or after June 22, 2023 shall be counted as 1.6 shares for purposes of the limits set forth in
Sections 3(a) and 3(b).
D-2 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT D
4. Eligibility and Participation.
(a) Eligibility. Persons eligible to participate in the Plan include all Employees, Directors and Consultants.
(b) Actual Participation. Subject to the provisions of the Plan, the Committee may, from time to time, select from all eligible
Employees, Directors and Consultants, those to whom Awards shall be granted and shall determine the nature and amount
of each Award. The Committee may establish additional terms, conditions, rules or procedures to accommodate the rules or
laws of applicable foreign jurisdictions and to afford Participants favorable treatment under such laws; provided, however, that
no Award shall be granted under any such additional terms, conditions, rules or procedures with terms or conditions which are
inconsistent with the provisions of the Plan.
5. Types of Awards.
(a) Type of Awards. Awards under the Plan may be in the form of Options (both Nonqualified Stock Options and/or Incentive Stock
Options), SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-
Based Awards.
(b) Designation of Award. Each Award shall be designated in the Award Agreement.
6. Options.
(a) Grant of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number and
upon such terms, and at any time and from time to time, as shall be determined by the Committee.
(b) Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the Exercise Price, the
duration of the Option, the number of Shares to which the Option pertains, and such other provisions as the Committee
shall determine including, but not limited to, the Option vesting schedule, repurchase provisions, rights of first refusal,
forfeiture provisions, form of payment (cash, Shares, or other consideration) upon settlement of the Award, and payment
contingencies. The Award Agreement also shall specify whether the Option is intended to be an Incentive Stock Option or a
Nonqualified Stock Option. Options that are intended to be Incentive Stock Options shall be subject to the limitations set
forth in Section422 of the Code. Options granted pursuant to the Plan shall not provide Participants with the right to receive
Dividends or Dividend Equivalents.
(c) Exercise Price. Except for Options adjusted pursuant to Section 18 herein, and replacement Options granted in connection with
a merger, acquisition, reorganization or similar transaction, the Exercise Price for each grant of an Option shall not be less than
100% of the Fair Market Value of a Share on the date the Option is granted. However, in the case of an Incentive Stock Option
granted to a Participant who, at the time the Option is granted, owns stock representing more than 10% of the voting power
of all classes of stock of the Company or any Subsidiary, the Exercise Price for each grant of an Option shall not be less than
110% of the Fair Market Value of a Share on the date the Option is granted.
(d) Term of Options. The term of an Option granted under the Plan shall be determined by the Committee, in its sole discretion;
provided, however, that such term shall not exceed 10 years. However, in the case of an Incentive Stock Option granted to a
Participant who, at the time the Option is granted, owns stock representing more than 10% of the voting power of all classes
of stock of the Company or any Subsidiary, the term of the Incentive Stock Option shall be five years from the date of grant
thereof or such shorter term as may be provided in the Award Agreement.
(e) Exercise of Options. Options granted under this Section 6 shall be exercisable at such times and be subject to such
restrictions and conditions as set forth in the Award Agreement and as the Committee shall in each instance approve,
which need not be the same for each grant or for each Participant. Except upon a termination of employment or, pursuant
to Section17, in the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a
Change in Control or Subsidiary Disposition, an Option granted under the Plan shall have a minimum period of vesting of three
years, which period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event
will the vesting of an Option occur within one year of the date of grant, except that the Committee will be entitled to make
grants of any kind of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to
exceed 5% of the maximum number of Shares authorized for issuance under the Plan.
(f) Payments. Options granted under this Section 6 shall be exercised by the delivery of a written notice to the Company setting
forth the number of Shares with respect to which the Option is to be exercised and payment of the Exercise Price. The
Exercise Price of an Option shall be payable to the Company: (i) in cash or its equivalent, (ii) by tendering (either actually or
constructively by attestation) Shares having an aggregate Fair Market Value at the time of exercise equal to the Exercise
Price, (iii) in any other manner then permitted by the Committee, or (iv) by a combination of any of the permitted methods of
payment. The Committee may limit any method of payment, other than that specified under (i), for administrative convenience,
to comply with Applicable Laws or otherwise.
(g) Restrictions on Share Transferability. The Committee may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option granted under this Section 6 as it may deem advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable to such Shares.
EXHIBIT D / PVH CORP. 2023 PROXY STATEMENT / D-3
D-4 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT D
(h) Termination of Employment or Service. Each Participant’s Option Award Agreement shall set forth the extent to which the
Participant shall have the right to exercise the Option following termination of the Participant’s employment or, if the Participant
is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Options, and may reflect distinctions based on the reasons for
termination of employment or service.
7. Stock Appreciation Rights.
(a) Grant of SARs. Subject to the terms and provisions of the Plan, SARs may be granted to Participants in such amounts and
upon such terms, and at any time and from time to time, as shall be determined by the Committee.
(b) Award Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall specify the grant price, the term of
the SAR, and such other provisions as the Committee shall determine. SARs granted pursuant to the Plan shall not provide
Participants with the right to receive Dividends or Dividend Equivalents.
(c) Grant Price. The grant price of a freestanding SAR shall not be less than 100% of the Fair Market Value of a Share on the
date of grant of the SAR; provided, however, that these limitations shall not apply to Awards that are adjusted pursuant to
Section18 herein.
(d) Term of SARs. The term of a SAR granted under the Plan shall be determined by the Committee, in its sole discretion; provided,
however, that such term shall not exceed 10 years.
(e) Exercise of SARs. SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes
upon them and sets forth in the Award Agreement. Except upon a termination of employment or, pursuant to Section 17, in
the event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or
Subsidiary Disposition, a SAR granted under the Plan shall have a minimum period of vesting of three years, which period may,
at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event will the vesting of a SAR
occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind of Award under
the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the maximum number
of Shares authorized for issuance under the Plan.
(f) Payment of SAR Amount. Upon exercise of a SAR, a Participant shall be entitled to receive payment from the Company in an
amount determined by multiplying:
(i) the difference between the Fair Market Value of a Share on the date of exercise over the grant price; by
(ii) the number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.
(g) Termination of Employment or Service. Each SAR Award Agreement shall set forth the extent to which the Participant shall
have the right to exercise the SAR following termination of the Participant’s employment or, if the Participant is a Director
or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of
the Committee, need not be uniform among all SARs, and may reflect distinctions based on the reasons for termination of
employment or service.
8. Restricted Stock.
(a) Grant of Restricted Stock. Subject to the terms and provisions of the Plan, Restricted Stock may be granted to Participants in
such amounts and upon such terms, and at any time and from time to time, as shall be determined by the Committee.
(b) Award Agreement. Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the Period of
Restriction, the number of Shares of Restricted Stock granted, and such other provisions as the Committee shall determine.
(c) Period of Restriction and Other Restrictions. Except upon a termination of employment or, pursuant to Section 17, in the
event of a Participant’s Qualifying Termination during the two year period following the occurrence of a Change in Control or
Subsidiary Disposition, an Award of Restricted Stock shall have a minimum Period of Restriction of three years, which period
may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement).
However, in no event will the vesting of an Award of Restricted Stock occur within one year of the date of grant, except that the
Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition
in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan. The
Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock, a requirement that the issuance of Shares of Restricted Stock be delayed, restrictions based
upon the achievement of specific performance goals, additional time-based restrictions, and/or restrictions under Applicable
Laws, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted
EXHIBIT D / PVH CORP. 2023 PROXY STATEMENT / D-5
Stock. As soon as practicable following the grant of Restricted Stock, the Shares of Restricted Stock shall be registered in
the Participant’s name in certificate or book-entry form. If a certificate is issued, it shall bear an appropriate legend referring
to the restrictions and it shall be held by the Company, or its agent, on behalf of the Participant until the Period of Restriction
has lapsed or otherwise been satisfied. If the Shares are registered in book-entry form, the restrictions shall be placed on the
book-entry registration.
(d) Removal of Restrictions. Subject to Applicable Laws, Restricted Stock shall become freely transferable by the Participant
after the last day of the Period of Restriction applicable thereto. Once Restricted Stock is released from the restrictions, the
Participant shall be entitled to receive a certificate evidencing the Shares.
(e) Voting Rights. Unless otherwise determined by the Committee and set forth in a Participant’s Award Agreement, to the extent
permitted or required by Applicable Laws, Participants holding Shares of Restricted Stock granted hereunder may exercise full
voting rights with respect to those Shares during the Period of Restriction.
(f) Dividends. During the Period of Restriction, Participants holding Shares of Restricted Stock shall be credited with all Dividends
paid with respect to all Shares while they are so held, subject to the same restrictions on transferability and forfeitability as
the Restricted Stock with respect to which they were paid. Any such Dividends shall be paid if and when the underlying Shares
of Restricted Stock vest.
(g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the
right to retain unvested Restricted Stock following termination of the Participant’s employment or, if the Participant is a Director
or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of the
Committee, need not be uniform among all Awards of Restricted Stock, and may reflect distinctions based on the reasons for
termination of employment or service.
9. Restricted Stock Units.
(a) Grant of Restricted Stock Units. Subject to the terms and provisions of the Plan, Restricted Stock Units may be granted
to Participants in such amounts and upon such terms, and at any time and from time to time, as shall be determined by
theCommittee.
(b) Award Agreement. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement that shall specify the
applicable Period of Restriction, the number of Restricted Stock Units granted, and such other provisions as the Committee
shall determine.
(c) Value of Restricted Stock Units. The initial value of a Restricted Stock Unit shall equal the Fair Market Value of a Share on the
date of grant; provided, however, that this restriction shall not apply to Awards that are adjusted pursuant to Section 16.
(d) Period of Restriction. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s
Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition, an
Award of Restricted Stock Units shall have a minimum Period of Restriction of three years, which period may, at the discretion
of the Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event will the vesting of an Award of Restricted
Stock Units occur within one year of the date of grant, except that the Committee will be entitled to make grants of any kind
of Award under the Plan without regard to the minimum vesting condition in an aggregate amount not to exceed 5% of the
maximum number of Shares authorized for issuance under the Plan.
(e) Form and Timing of Payment. Except as otherwise provided in Section 17 or a Participant’s Award Agreement, payment of
Restricted Stock Units shall be made at a specified settlement date that shall not be earlier than the last day of the Period of
Restriction. The Committee, in its sole discretion, may pay earned Restricted Stock Units by delivery of Shares or by payment
in cash of an amount equal to the Fair Market Value of such Shares (or a combination thereof). The Committee may provide
that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant.
(f) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units granted hereunder.
(g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the
right to receive a payout respecting an Award of Restricted Stock Units following termination of the Participant’s employment
or, if the Participant is a Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among all Restricted Stock Units, and may reflect
distinctions based on the reasons for termination of employment or service.
(h) Dividend Equivalents. At the discretion of the Committee, Restricted Stock Units granted pursuant to the Plan may provide
Participants with the right to receive Dividend Equivalents, which shall be credited to an account for the Participants, and may
be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject in each case to the same
restrictions on transferability and forfeitability as the underlying Restricted Stock Units. Any such Dividend Equivalents shall be
settled if and when the underlying Restricted Stock Units are settled.
D-6 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT D
10. Performance Shares and Performance Share Units.
(a) Grant of Performance Shares and Performance Share Units. Subject to the terms and provisions of the Plan, Performance
Shares or Performance Share Units may be granted to Participants in such amounts and upon such terms, and at any time
and from time to time, as shall be determined by the Committee.
(b) Award Agreement. Each grant of Performance Shares or Performance Share Units shall be evidenced by an Award Agreement
that shall specify the applicable Performance Period and Performance Measure(s), the number of Performance Shares or
Performance Share Units granted, and such other provisions as the Committee shall determine.
(c) Value of Performance Shares and Performance Share Units. The initial value of a Performance Share or a Performance Share
Unit shall equal the Fair Market Value of a Share on the date of grant; provided, however, that this restriction shall not apply to
Awards that are adjusted pursuant to Section 16.
(d) Period of Restriction. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s
Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition,
an Award of Performance Shares or Performance Share Units shall have a minimum Period of Restriction of three years, which
period may, at the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis. However, in no event will the vesting
of an Award of Performance Shares or Performance Share Units occur within one year of the date of grant, except that the
Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting condition
in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan.
(e) Form and Timing of Payment. Except as otherwise provided in Section 17 or a Participant’s Award Agreement, payment of
Performance Shares or Performance Share Units shall be made at a specified settlement date that shall not be earlier
than the last day of the Performance Period. The Committee, in its sole discretion, may pay earned Performance Shares or
Performance Share Units by delivery of Shares or by payment in cash of an amount equal to the Fair Market Value of such
Shares (or a combination thereof). The Committee may provide that settlement of Performance Shares or Performance Share
Units shall be deferred, on a mandatory basis or at the election of the Participant.
(f) Voting Rights. A Participant shall have no voting rights with respect to any Performance Shares or Performance Share Units
granted hereunder.
(g) Termination of Employment or Service. Each Award Agreement shall set forth the extent to which the Participant shall have the
right to receive a payout respecting an Award of Performance Shares or Performance Share Units following termination of the
Participant’s employment or, if the Participant is a Consultant, service with the Company and its Subsidiaries. Such provisions
shall be determined in the sole discretion of the Committee, need not be uniform among all Participants, and may reflect
distinctions based on the reasons for termination of employment or service.
(h) Dividends and Dividend Equivalents. Performance Shares and Performance Share Units granted pursuant to the Plan shall not
provide Participants with the right to receive Dividends or Dividend Equivalents.
11. Other Stock-Based Awards.
(a) Grant. The Committee shall have the right to grant other Awards that may include, without limitation, the grant of Shares based
on attainment of performance goals established by the Committee, the payment of Shares as a bonus or in lieu of cash based
on attainment of performance goals established by the Committee, and the payment of Shares in lieu of cash under other
Company incentive or bonus programs.
(b) Period of Restriction. Except upon a termination of employment or, pursuant to Section 17, in the event of a Participant’s
Qualifying Termination during the two year period following the occurrence of a Change in Control or Subsidiary Disposition,
Awards granted pursuant to this Section 11 shall have a minimum Period of Restriction of three years, which period may, at
the discretion of the Committee, lapse on a pro-rated, graded, or cliff basis (as specified in an Award Agreement). However,
in no event will the vesting of an Award granted pursuant to this Section 11 occur within one year of the date of grant, except
that the Committee will be entitled to make grants of any kind of Award under the Plan without regard to the minimum vesting
condition in an aggregate amount not to exceed 5% of the maximum number of Shares authorized for issuance under the Plan.
Notwithstanding the above, the payment of Shares in lieu of cash under other Company incentive or bonus programs shall not
be subject to the minimum Period of Restriction limitations described above.
(c) Payment of Other Stock-Based Awards. Subject to Section 11(b) hereof, payment under or settlement of any such Other
Stock-Based Awards shall be made in such manner and at such times as the Committee may determine. The Committee
may provide that settlement of Other Stock-Based Awards shall be deferred, on a mandatory basis or at the election of
theParticipant.
EXHIBIT D / PVH CORP. 2023 PROXY STATEMENT / D-7
(d) Termination of Employment or Service. The Committee shall determine the extent to which the Participant shall have the
right to receive Other Stock-Based Awards following termination of the Participant’s employment or, if the Participant is a
Director or Consultant, service with the Company and its Subsidiaries. Such provisions shall be determined in the sole
discretion of the Committee, such provisions may be included in an agreement entered into with each Participant, but need
not be uniform among all Other Stock-Based Awards, and may reflect distinctions based on the reasons for termination of
employment or service.
(e) Dividends and Dividend Equivalents. At the discretion of the Committee, Other Stock-Based Awards granted pursuant to the
Plan may provide Participants with the right to receive Dividends or Dividend Equivalents, which shall be credited to an account
for the Participants, and may be settled in cash and/or Shares, as determined by the Committee in its sole discretion, subject
in each case to the same restrictions on transferability and forfeitability as the underlying Other Stock-Based Awards. Any such
Dividends or Dividend Equivalents shall be paid if and when the underlying Other Stock-Based Awards vest and are settled.
12. Performance Measures.
(a) The Committee may specify that the attainment of one or more of the Performance Measures set forth in this Section 12
shall determine the degree of granting, vesting and/or payout with respect to Performance Shares, Performance Share
Units or other performance-based Awards. The performance goals to be used for such Awards shall be based on one or
more of the following performance measures or such other performance measures as the Committee may determine (the
“Performance Measures”): earnings, earnings before interest and taxes, earnings before interest, taxes, depreciation and
amortization, earnings per share, economic value created, market share, net income (before or after taxes), operating income,
adjusted net income after capital charge, return on assets, return on capital (based on earnings or cash flow), return on
equity, return on investment, revenue, cash flow, operating margin, share price, total stockholder return, total market value,
and strategic business criteria, consisting of one or more objectives based on meeting specified market penetration goals,
productivity measures, geographic business expansion goals, cost targets, customer satisfaction or employee satisfaction
goals, goals relating to merger synergies, management of employment practices and employee benefits, or supervision of
litigation or information technology, goals relating to acquisitions or divestitures of subsidiaries, affiliates or joint ventures,
and goals relating to environmental, social and governance criteria. The targeted level or levels of performance with respect
to such Performance Measures may be established at such levels and on such terms as the Committee may determine,
in its discretion, on a corporate-wide basis or with respect to one or more business units, divisions, subsidiaries, business
segments or functions, and in either absolute terms or relative to the performance of one or more comparable companies or
an index covering multiple companies.
(b) Unless otherwise determined by the Committee, measurement of performance goals with respect to the Performance
Measures above shall exclude the impact of charges for restructurings, discontinued operations, extraordinary items, and
other unusual or non-recurring items, as well as the cumulative effects of tax or accounting changes, each as determined
in accordance with generally accepted accounting principles or identified in the Company’s financial statements, notes to
the financial statements, management’s discussion and analysis or other filings with the SEC, as well as any other items
determined in accordance with Section 18(b).
(c) Performance goals may differ for Awards granted to any one Participant or to different Participants.
13. Transferability of Awards. Incentive Stock Options may not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution, and shall be exercisable during a Participant’s lifetime
only by such Participant. Other Awards shall be transferable to members of the Participant’s Immediate Family to the extent
provided in the Award Agreement, except that no Award may be transferred for consideration.
14. Taxes. The Company shall have the power and right, prior to the delivery of Shares pursuant to an Award, to deduct or withhold, or
require a Participant to remit to the Company (or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy any applicable
tax withholding requirements applicable to an Award. Whenever under the Plan payments are to be made in cash, such payments
shall be net of an amount sufficient to satisfy any applicable tax withholding requirements. Subject to such restrictions as
the Committee may prescribe, in the event that an Award of Restricted Stock shall become taxable to a Participant during any
Company-imposed blackout period, a Participant may satisfy all or a portion of any tax withholding requirements by electing to
have the Company withhold Shares having a Fair Market Value equal to the amount to be withheld up to the minimum statutory tax
withholding rate (or such other rate that will not result in a negative accounting impact).
15. Conditions Upon Issuance of Shares.
(a) Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and
delivery of such Shares pursuant thereto shall comply with all Applicable Laws, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
(b) As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and
warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by
any Applicable Laws.
D-8 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT D
16. Adjustments Upon Changes in Capitalization. In the event of any equity restructuring (within the meaning of FASB Accounting
Standards Codification Topic 718 (f/k/a Financial Accounting Standards No. 123R)), such as a stock dividend, stock split, spinoff,
rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall cause there to be an equitable
adjustment in the number and kind of Shares that may be delivered under the Plan, the individual limits set forth in Section 3(b),
and, with respect to outstanding Awards, in the number and kind of Shares subject to outstanding Awards, the Exercise Price, grant
price or other price of Shares subject to outstanding Awards, any performance conditions relating to Shares, the market price of
Shares, or per-Share results, and other terms and conditions of outstanding Awards, to prevent dilution or enlargement of rights.
In the event of any other change in corporate capitalization, such as a merger, consolidation, or liquidation, the Committee may,
in its sole discretion, cause there to be such equitable adjustment as described in the foregoing sentence, to prevent dilution or
enlargement of rights; provided, however, that, unless otherwise determined by the Committee, the number of Shares subject to
any Award shall always be rounded down to a whole number. Adjustments made by the Committee pursuant to this Section 16
shall be final, binding, and conclusive.
17. Change in Control and Subsidiary Disposition.
(a) Change in Control in which Awards are Assumed or Continued. Upon the occurrence of a Change in Control in which
outstanding Awards are assumed or continued, the following provisions shall apply to each Award assumed or continued
unless otherwise provided in a Participant’s Award Agreement or prohibited under Applicable Laws:
(i) All outstanding Options and SARs shall become immediately exercisable in the event of a Participant’s Qualifying
Termination during the two year period following the Change in Control.
(ii) Any Period of Restriction or other restriction imposed on Restricted Stock, Restricted Stock Units, and Other Stock-Based
Awards shall lapse in the event of a Participant’s Qualifying Termination during the two year period following the Change
in Control.
(iii) All incomplete Performance Periods in respect of each Award of Performance Shares, Performance Share Units and each
other performance-based Award shall end on the date of the Change in Control and the performance goals applicable
to such Award shall be deemed satisfied (A) based on the level of performance achieved as of the date of the Change
in Control, if determinable, or (B) at the target level, if not determinable; provided, however, that, if less than 50% of the
relevant Performance Period has elapsed as of the date of the Change in Control, then the performance goals applicable
to such Award shall be deemed satisfied at the target level. Each such Performance Share, Performance Share Units and
other performance-based Award shall thereafter become a time-based Award and shall vest and become payable to the
Participant on the earlier to occur of (x) the Participant’s Qualifying Termination during the two year period following the
occurrence of the Change in Control and (y) the date such Award otherwise vests in accordance with the Participant’s
Award Agreement.
(b) Change in Control in which Awards are not Assumed or Continued. Upon the occurrence of a Change in Control in which
outstanding Awards are not assumed or continued, the following provisions shall apply to each Award not assumed or
continued:
(i) All outstanding Options and SARs shall be terminated and each Participant shall receive, with respect to each Share
subject to the Options or SARs held by the Participant, an amount in cash equal to the excess of the Fair Market Value of
a Share immediately prior to the occurrence of the Change in Control over the Option Exercise Price or the SAR grant price;
provided, however, that Options and SARs outstanding as of the date of the Change in Control shall be cancelled and
terminated without payment therefore if the Fair Market Value of a Share as of the date of the Change in Control is less
than the Option Exercise Price or the SAR grant price.
(ii) All outstanding Shares of Restricted Stock, Restricted Stock Units and Other Stock-Based Awards shall be terminated and
each Participant shall receive, with respect to each Share subject to an Award held by the Participant, an amount in cash
equal to the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control.
(iii) All outstanding Performance Shares, Performance Share Units and other performance-based Awards shall be terminated
and each Participant shall receive, with respect to each Share subject to an Award held by the participant an amount in
cash equal to the Fair Market Value of a Share immediately prior to the occurrence of the Change in Control. Each such
Performance Share, Performance Share Unit and other performance-based Award shall vest on a pro rata monthly basis,
including full credit for partial months elapsed, and shall be paid (A) based on the level of performance achieved as of the
date of the Change in Control, if determinable, or (B) at the target level, if not determinable; provided, however, that, if less
than 50% of the relevant Performance Period has elapsed as of the date of the Change in Control, then the performance
goals applicable to such Award shall be deemed satisfied at the target level.
EXHIBIT D / PVH CORP. 2023 PROXY STATEMENT / D-9
(c) Subsidiary Disposition. The Committee shall have the authority, exercisable either in advance of any actual or anticipated
Subsidiary Disposition or at the time of an actual Subsidiary Disposition and either at the time of the grant of an Award or
at any time while an Award remains outstanding, to provide for the automatic full vesting and exercisability of one or more
outstanding unvested Awards under the Plan and the termination of restrictions on transfer and repurchase or forfeiture
rights on such Awards, in connection with a Subsidiary Disposition, but only with respect to those Participants who are at the
time engaged primarily in Continuous Service with the Subsidiary involved in such Subsidiary Disposition. The Committee
also shall have the authority to condition any such Award vesting and exercisability or release from such limitations upon the
subsequent termination of the affected Participant’s Continuous Service with that Subsidiary within a specified period following
the effective date of the Subsidiary Disposition. The Committee may provide that any Awards so vested or released from such
limitations in connection with a Subsidiary Disposition, shall remain fully exercisable until the expiration or sooner termination
of the Award.
18. Amendment, Suspension or Termination of the Plan.
(a) Amendment, Modification and Termination. The Board may at any time and from time to time, alter, amend, suspend or
terminate the Plan in whole or in part; provided, however, that no amendment that requires stockholder approval in order for
the Plan to continue to comply with the New York Stock Exchange listing standards or any rule promulgated by the SEC or any
securities exchange on which Shares are listed or any other Applicable Laws shall be effective unless such amendment shall
be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required
under such applicable listing standard or rule.
(b) Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The Committee may make adjustments
in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 16) affecting the Company or the financial statements of the Company or of
changes in Applicable Laws, regulations, or accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available
under the Plan.
(c) Awards Previously Granted. No termination, amendment or modification of the Plan or of any Award shall adversely affect in any
material way any Award previously granted under the Plan without the written consent of the Participant holding such Award,
unless such termination, modification or amendment is required by Applicable Laws and except as otherwise provided herein.
(d) No Repricing. Without the affirmative vote of holders of a majority of the Shares cast in person or by proxy at a meeting of the
stockholders of the Company at which a quorum representing a majority of all outstanding Shares is present or represented
by proxy, the Board shall not approve either: (i) the cancellation of outstanding Options or SARs and the grant in substitution
therefore of new awards (including Options and SARs) having a lower exercise price; (ii) the amendment of outstanding Options
or SARs to reduce the exercise price thereof; or (iii) the cancellation of outstanding Options or SARs and the payment of cash
in substitution therefore.
19. Clawback/Recoupment. Any Award granted pursuant to the Plan shall be subject to mandatory repayment to the Company by the
Participant who holds such Award (i) to the extent set forth in the Plan or an Award Agreement or (ii) to the extent the Participant
is, or in the future becomes, subject to (A) any Company “clawback” or recoupment policy or (B) any law, rule, requirement or
regulation which imposes mandatory recoupment, under circumstances set forth in such law, rule, requirement or regulation.
20. Reservation of Shares.
(a) The Company, during the term of the Plan, will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
(b) The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.
21. Rights of Participants.
(a) Continued Service. The Plan shall not confer upon any Participant any right with respect to continuation of employment
or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to
terminate his or her employment or consulting relationship at any time, with or without cause.
(b) Participant. No Employee, Director or Consultant shall have the right to be selected to receive an Award under the Plan, or,
having been so selected, to be selected to receive future Awards.
22. Successors. All obligations of the Company under the Plan and with respect to Awards shall be binding on any successor to the
Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or other
event, or a sale or disposition of all or substantially all of the business and/or assets of the Company and references to the
“Company” herein and in any Award Agreements shall be deemed to refer to such successors.
23. Legal Construction.
(a) Gender, Number and References. Except where otherwise indicated by the context, any masculine term used herein also shall
include the feminine, the plural shall include the singular and the singular shall include the plural. Any reference in the Plan
to a Section of the Plan either in the Plan or any Award Agreement or to an act or code or to any section thereof or rule or
regulation thereunder shall be deemed to refer to such Section of the Plan, act, code, section, rule or regulation, as may be
amended from time to time, or to any successor Section of the Plan, act, code, section, rule or regulation.
(b) Severability. In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.
(c) Requirements of Law. The granting of Awards and the issuance of Shares or cash under the Plan shall be subject to all
Applicable Laws and to such approvals by any governmental agencies or national securities exchanges as may be required.
(d) Governing Law. To the extent not preempted by federal law, the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the State of New York, excluding any conflicts or choice of law rule or principle
that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.
(e) Non-Exclusive Plan. Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for
approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other
incentive arrangements as it may deem desirable.
(f) Code Section 409A Compliance. To the extent applicable, it is intended that the Plan and any Awards granted hereunder
comply with, and should be interpreted consistent with, the requirements of Section 409A of the Code and any related
regulations or other guidance promulgated thereunder by the U.S. Department of the Treasury or the Internal Revenue Service
(“Section 409A”).
D-10 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT D
GLOSSARY OF DEFINED TERMS
1. Definitions. As used in the Plan and any Award Agreement, the following definitions shall apply:
“Applicable Laws” means the legal requirements relating to the administration of stock incentive plans, if any, under applicable
provisions of federal law, applicable state law, and the rules and regulations of any applicable stock exchange or national market
system.
“Award” means, individually or collectively, Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Restricted Stock Units, Performance Shares, Performance Share Units and Other Stock-Based Awards granted under
the Plan.
“Award Agreement” means an agreement (in written or electronic form) entered into by the Company and a Participant setting forth
the terms and provisions applicable to an Award.
“Board” means the Board of Directors of the Company.
“Cause” means, with respect to any Participant (i) gross negligence or willful misconduct, as the case may be, in the performance
of the material responsibilities of the Participant’s office or position; (ii) the willful and continued failure of the Participant to perform
substantially the Participant’s duties with the Company or any Subsidiary (other than any such failure resulting from incapacity due
to physical or mental illness); (iii) the Participant is convicted of, or pleads guilty or nolo contendere to, a felony within the meaning
of U.S.Federal, state or local law (other than a traffic violation); (iv) the Participant having willfully divulged, furnished or made
accessible to anyone other than the Company or any Subsidiary, or any of their respective directors, officers, employees, auditors and
legal advisors, otherwise than in the ordinary course of business, any confidential or proprietary information of the Company or such
Subsidiary; or (v) any act or failure to act by the Participant, which, under the provisions of applicable law, disqualifies the Participant
from performing his or her duties or serving in his or her then current capacity with the Company or a Subsidiary; provided, however,
that with respect to a Participant who has an employment agreement with the Company or any of its Subsidiaries which has a definition
of “cause”, the definition contained therein shall govern.
“Change in Control” means the first to occur of the following events:
1. Any Person becomes a “beneficial owner,” as such term is used in Rule 13d-3 of the Exchange Act, of 25% or more of the
combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this definition, the following
acquisitions shall not constitute a Change in Control: (I) any acquisition directly from the Company, other than an acquisition
by virtue of the exercise of a conversion privilege unless the security being so converted was itself acquired directly from the
Company, (II) any acquisition by the Company, (III) any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any of its affiliates, or (IV) any acquisition pursuant to a transaction which complies with
clauses (A), (B) and (C) of paragraph 3 of this definition; or
2. Individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board; provided, however, that any individual becoming a director subsequent to when the Plan is first
approved by the Board whose election, or nomination for election by the Company’s stockholders, was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs
as a result of an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) with respect to the election or removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board; or
3. Consummation of a reorganization, merger, consolidation or a sale or other disposition of all or substantially all of the assets
of the Company (each, a “Business Combination”), in each case unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the beneficial owners of the outstanding Shares (the “Outstanding
Company Common Stock”) and the Outstanding Company Voting Securities, immediately prior to such Business Combination,
beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and more than 50%
of the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation
that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business
Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may
be, (B) no Person (other than the Company, any employee benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns directly or indirectly, 20% or more of, respectively, the outstanding
EXHIBIT D / PVH CORP. 2023 PROXY STATEMENT / D-11
shares of common stock of the corporation resulting from such Business Combination or the outstanding voting securities of
such corporation entitled to vote generally in the election of directors, except to the extent that such ownership existed prior
to the Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement
or of the action of the Board providing for such Business Combination, whichever occurs first; or
4. The approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
Notwithstanding the foregoing, with respect to Awards (or portions of Awards) that are considered deferred compensation under
Section 409A, if an event or condition constituting a Change in Control does not constitute a “change in the ownership” or a “change
in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s assets” (each within
the meaning of Section 409A), the event or condition shall continue to constitute a Change in Control solely with respect to vesting
of the Award (or portion thereof) or a lapse of any applicable restrictions thereto and not for purposes of determining whether the
settlement or payment of the Award (or portion thereof) will be accelerated under this Plan. For avoidance of doubt, the prior sentence
shall not apply to Awards (or portions thereof) that qualify as short-term deferrals for purposes of Section 409A.
“Code” means the Internal Revenue Code of 1986, as amended.
“Committee” means the Committee, as specified in Section 2(a), appointed by the Board to administer the Plan.
“Company” means PVH Corp., a Delaware corporation, and any successor thereto.
“Consultant” means any consultant or advisor to the Company or a Subsidiary.
“Continuous Service” means that the provision of services to the Company or any Subsidiary in any capacity by an Employee is
not interrupted or terminated. Continuous Service shall not be considered interrupted in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or between the Company, any Subsidiary, or any successor. A leave
of absence approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized
representative of the Company. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract.
“Defined Event” means the death, disability, Retirement or Qualifying Termination of a Participant.
“Director” means any individual who is a member of the Board of Directors of the Company or a Subsidiary who is not an Employee
and is not designated or elected to serve as a director by the holders of any securities of the Company, other than Shares, voting
separately as a class.
“Dividend” means the dividends and other distributions declared and paid on Shares subject to an Award.
“Dividend Equivalent” means, with respect to Shares subject to an Award, a right to be paid an amount equal to the Dividends
declared and paid on an equal number of outstanding Shares.
“Employee” means any employee of the Company or a Subsidiary.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Exercise Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
“Fair Market Value” means, as of any date, the value of a Share equal to (i) the closing sale price of a Share on the New York
Stock Exchange on the date of determination or (ii) if there is no sale of Shares on that date, the closing sale price of a Share on the
last trading date on which sales were reported on the New York Stock Exchange.
“Immediate Family” means a Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse,
former spouse, siblings, nieces, nephews, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships or any person sharing the Participant’s household (other than a tenant or employee).
“Incentive Stock Option” or “ISO” means an Option intended to qualify as an incentive stock option within the meaning of
Section422 of the Code.
“Nonqualified Stock Option” means an Option that is not intended to meet the requirement of Section 422 of the Code.
“Option” means an Incentive Stock Option or a Nonqualified Stock Option granted under the Plan, as described in Section 6.
“Other Stock-Based Award” means a Share-based or Share-related Award granted pursuant to Section 11 herein.
“Participant” means a current or former Employee, Director or Consultant who has rights relating to an outstanding Award.
“Performance Measures” shall have the meaning set forth in Section 12(a).
“Performance Period” means the period during which a performance measure must be met.
“Performance Share” means an Award granted to a Participant, as described in Section 10 herein.
“Performance Share Unit” means an Award granted to a Participant, as described in Section 10 herein.
“Period of Restriction” means the period Restricted Stock, Restricted Stock Units or Other Stock-Based Awards are subject to a
substantial risk of forfeiture and are not transferable, as provided in Sections 8, 9 and 11 herein.
D-12 / PVH CORP. 2023 PROXY STATEMENT / EXHIBIT D
“Person” means person as such term is used in Section 3(a)(9) and 13(d) of the Exchange Act.
“Plan” means the PVH Corp. Stock Incentive Plan.
“Proceeds” means, with respect to any sale or other disposition (including to the Company) of Shares acquired pursuant to an
Award, an amount determined by the Committee, (a) in the case of an Award other than an Option, SAR or cash-settled Award, up to the
amount equal to the Fair Market Value per Share at the time of such sale or other disposition multiplied by the number of Shares sold
or disposed of, or (b) in the case of an Option or SAR, up to the amount equal to the number of Shares sold or disposed of multiplied
by the excess of the Fair Market Value per Share at the time of such sale or disposition over the Exercise Price or grant price, as
applicable.
“Qualifying Termination” means the termination of a Participant’s employment or service with the Company or any of its
Subsidiaries by the Company or a Company Subsidiary without Cause or, with respect to a Participant who has an employment
agreement with the Company or any of its Subsidiaries which has a definition of “good reason,” by the Participant for good reason (as
defined in the Participant’s employment agreement).
“Restricted Stock” means an Award granted to a Participant, as described in Section 8.
“Restricted Stock Units” means an Award granted to a Participant, as described in Section 9.
“Retirement” means:
1. With respect to all Awards made prior to March 19, 2007 and all Awards made to Employees prior to May 3, 2007, a
Participant’s termination of employment by the Company and its Subsidiaries at or after age 63 other than for Cause.
2. With respect to all Awards made to Directors on or after March 19, 2007, the termination of a Director’s service, other than by
reason of death or removal for cause (under applicable law), after at least four years of service.
3. With respect to all Awards made to Employees on or after May 3, 2007, the termination of an Employee’s employment from
the Company and its Subsidiaries, other than by reason of death or for Cause, at or after age 62, provided that the Employee
has at least five years of employment with the Company and/or any of its Subsidiaries.
“SEC” means the United States Securities and Exchange Commission.
“Section 409A” shall have the meaning set forth in Section 22(f).
“Share” means a share of the common stock, $1.00 par value, of the Company, subject to adjustment pursuant to Section 16.
“Stock Appreciation Right” or “SAR” means an Award granted to a Participant, either alone or in connection with a related Option,
as described in Section 7.
“Subsidiary” has the meaning ascribed to such term in Code Section 424(f).
“Subsidiary Disposition” means the disposition by the Company of its equity holdings in any Subsidiary effected by a merger or
consolidation involving that Subsidiary, the sale of all or substantially all of the assets of that Subsidiary or the Company’s sale or
distribution of substantially all of the outstanding capital stock of such Subsidiary.
“Voting Securities” means voting securities of the Company entitled to vote generally in the election of Directors.
EXHIBIT D / PVH CORP. 2023 PROXY STATEMENT / D-13
PVH Corp.
285 Madison Avenue, New York, NY 10017
PVH.com
The Board recommends a vote FOR all of the nominees in Proposal 1,
FOR Proposals 2, 4, 5 and 6, and 1 YEAR for Proposal 3.
1. Election of the nominees for director listed below:
NIATSBATSNIAGAROFNIATSBATSNIAGAROF
1(a) AJAY BHALLA 1(f) G. PENNY McINTYRE
1(b) MICHAEL M. CALBERT 1(g) AMY McPHERSON
1(c) BRENT CALLINICOS 1(h) ALLISON PETERSON
1(d) GEORGE CHEEKS 1(i) EDWARD R. ROSENFELD
1(e) STEFAN LARSSON 1(j) JUDITH AMANDA SOURRY KNOX
2. Approval of the advisory resolution on executive compensation ForAgainst Abstain
3. Advisory vote with respect to the frequency of future advisory
votes on executive compensation.
1 Year 2 Years3 YearsAbstain
4. Approval of the amendment to the Company’s Certicate of IncorporationFor Against Abstain
5. Approval of the amendments to the Company’s Stock Incentive PlanFor Against Abstain
6. Ratication of auditors ForAgainst Abstain
7. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS
THE BOARD RECOMMENDS.
Date _____________________________________, 2023
Signature(s) in Box
Note
: The signature should agree with the name on your stock
certicate. If acting as executor, administrator, trustee,
guardian, etc., you should so indicate when signing. If the
signer is a corporation, please sign the full corporate name,
by duly authorized ofcer. If shares are jointly held, each
stockholder named should sign.
Please fold here – Do not separate
TO VOTE BY INTERNET OR
TELEPHONE, SEE REVERSE SIDE
OF THIS PROXY CARD.
Address Change? Mark box, sign, and indicate changes below:
Shareowner Services
P.O. Box 64945
St. Paul, MN 55164-0945

Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 Address Change? Mark box, sign, and indicate changes below: TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD. The Board recommends a vote FOR all of the nominees in Proposal 1, FOR Proposals 2, 4, 5 and 6, and 1 YEAR for Proposal 3. 1. Election of the nominees for director listed below: FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1(a) AJAY BHALLA 1(f) G. PENNY McINTYRE 1(b) MICHAEL M. CALBERT 1(g) AMY McPHERSON Please fold here – Do not separate 1(c) BRENT CALLINICOS 1(h) ALLISON PETERSON 1(d) GEORGE CHEEKS 1(i) EDWARD R. ROSENFELD 1(e) STEFAN LARSSON 1(j) JUDITH AMANDA SOURRY KNOX 2. Approval of the advisory resolution on executive compensation For Against Abstain 3. Advisory vote with respect to the frequency of future advisory votes on executive compensation. 1 Year 2 Years 3 Years Abstain 4. Approval of the amendment to the Company’s Certicate of Incorporation For Against Abstain 5. Approval of the amendments to the Company’s Stock Incentive Plan For Against Abstain 6. Ratication of
auditors For Against Abstain 7. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. Date , 2023 Signature(s) in Box Note: The signature should agree with the name on your stock certicate. If acting as executor, administrator, trustee, guardian, etc., you should so indicate when signing. If the signer is a corporation, please sign the full corporate name, by duly authorized ofcer. If shares are jointly held, each stockholder named should sign.
PVH CORP.
ANNUAL MEETING OF STOCKHOLDERS
June 22, 2023
8:45 a.m. ET
The annual meeting will be held virtually. It will be a live webcast and can only be attended online.
To register for the virtual meeting, please follow the instructions below:
• Visit www.proxydocs.com/pvh on your smartphone, tablet or computer.
• As a stockholder, you will then be required to enter your control number which is located in the upper right
hand corner on the reverse side of this proxy card.
• After registering, you will receive a conrmation email and an email approximately 1 hour prior to the start of
the meeting to the email address you provided during registration with a unique link to the virtual meeting.
PVH CORP.
285 Madison Avenue
New York, New York 10017
Proxy
This proxy is solicited by the Board of Directors for use at the Annual Meeting on June 22, 2023.
The shares of stock you hold in your account will be voted as you specify on the reverse side.
STEFAN LARSSON and MARK D. FISCHER, or either of them, with the power of substitution, are hereby
authorized to represent the undersigned and to vote all shares of the COMMON STOCK of PVH CORP. held by
the undersigned at the Annual Meeting of Stockholders to be held virtually, via live webcast, on June 22, 2023,
and any adjournments thereof, on the matters printed on the reverse side.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned
stockholder. If this Proxy is executed but no directions are given, this Proxy will be voted:
1. FOR the election of all of the nominees for director.
2. FOR the approval of the advisory resolution on executive compensation.
3. “1 YEAR” on the proposal regarding the frequency of future advisory votes on executive
compensation.
4. FOR the approval of the amendment to the Company’s Certificate of Incorporation.
5. FOR the approval of the amendments to the Company’s Stock Incentive Plan.
6. FOR the ratification of auditors.
Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week
Your phone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
LIAMENOHPELIBOM/TENRETNI
www.proxypush.com/pvh 1-866-883-3382
Mark, sign and date your proxy
Use the Internet to vote your proxy. Use a touch-tone telephone to card and return it in the
vote your proxy. postage-paid envelope provided in
time to be received by June 21, 2023.
If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.

PVH CORP. ANNUAL MEETING OF STOCKHOLDERS June 22, 2023 8:45 a.m. ET The annual meeting will be held virtually. It will be a live webcast and can only be attended online. To register for the virtual meeting, please follow the instructions below: Visit www.proxydocs.com/pvh on your smartphone, tablet or computer. As a stockholder, you will then be required to enter your control number which is located in the upper right hand corner on the reverse side of this proxy card. After registering, you will receive a conrmation email and an email approximately 1 hour prior to the start of the meeting to the email address you provided during registration with a unique link to the virtual meeting. PVH CORP. 285 Madison Avenue New York, New York 10017 This proxy is solicited by the Board of Directors for use at the Annual Meeting on June 22, 2023. The shares of stock you hold in your account will be voted as you specify on the reverse side. STEFAN LARSSON and MARK D. FISCHER, or either of them, with the power of substitution, are hereby authorized to represent the undersigned and to vote all shares of the COMMON STOCK of PVH CORP.
held by the undersigned at the Annual Meeting of Stockholders to be held virtually, via live webcast, on June 22, 2023, and any adjournments thereof, on the matters printed on the reverse side. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If this Proxy is executed but no directions are given, this Proxy will be voted: 1. FOR the election of all of the nominees for director. 2. FOR the approval of the advisory resolution on executive compensation. 3. “1 YEAR” on the proposal regarding the frequency of future advisory votes on executive compensation. 4. FOR the approval of the amendment to the Company’s Certicate of Incorporation. 5. FOR the approval of the amendments to the Company’s Stock Incentive Plan. 6. FOR the ratication of auditors. Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.: (INTERNET/MOBILE PHONE MAIL www.proxypush.com/pvh Use the Internet to vote your proxy. 1-866-883-3382
Use a touch-tone telephone to Mark, sign and date your proxy card and return it in the vote your proxy. postage-paid envelope provided in time to be received by June 21, 2023. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card.