PVH DEF 14A Report ended May 9, 2025

PVH Corp. 2025 Proxy Statement / 1

Dear Fellow Stockholders

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2024 Business Highlights (page 39)

We continued to make progress against the PVH+ Plan, driving next-level execution across our businesses globally and working toward our PVH+ Plan targets despite market volatility and macroeconomic and geopolitical headwinds.

In 2024, we drove powerful consumer engagement for both Calvin Klein and TOMMY HILFIGER , bringing our two global iconic brands to life through cut-through campaigns featuring mega talent.

We delivered strong performance in 2024, led by our iconic global brands and the disciplined execution of our multi-year, brand-building growth plan, the PVH+ Plan. We delivered another year of profit growth in North America, drove sequential improvements in our wholesale order books in Europe while improving our quality of sales, and achieved our third consecutive year of growth in Asia Pacific on a constant currency basis.

Our achievements on each of the five key growth drivers of the PVH+ Plan in 2024 powers our brand-building consumer flywheel where strong products lead to consumer engagement and brand desirability which in turn leads to strong marketplace execution.

Key highlights include:

Win with the best product — Focused on advancing our category offense with the most compelling products in the market to drive product strength and newness.

Win with the best consumer engagement — Our brands came to life with high-impact campaigns that repeatedly cut through in the marketplace, amplified by mega talent and brand ambassadors like Jeremy Allen White, Greta Lee, Kendall Jenner, Stray Kids, Damson Idris and Patrick Schwarzenegger, just to name a few. Both brands drove incredible brand-building impact and continued to define cultural conversation by leaning into their iconic DNA made current for today. Tommy Hilfiger drove record engagement during its two fashion shows, while Calvin Klein announced a return to the runway for 2025.

Win in the digitally-led marketplace — Strengthened the brand experience across social, e-commerce and stores, and deepened our relationships with our key wholesale partners with a strong quality of sales focus globally.

Develop a demand- and data-driven operating model — Continued to build out our demand- and data-driven supply chain, focusing on higher availability of important core products and increased stock freshness.

Drive efficiencies and invest in growth — We relentlessly focused on driving efficiencies, maintaining cost discipline and simplifying how we work globally while continuing to invest in growth initiatives and marketing campaigns.

Our 2024 financial performance reflected progress against our PVH+ Plan execution. Revenue, EBIT and earnings per share (“EPS”) all came in line with our plan. Our strong performance and financial condition allowed us to deliver on our commitment under the PVH+ Plan to return excess cash to stockholders; we repurchased 4.7 million shares for approximately $500 million.

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The following shows our performance against our compensation peer group for the one- and three-year periods ended 2024 based on revenue growth, EBIT growth, and overall ranking, as well as based on total stockholder return (“TSR”).

1 Compensation Peer Group Revenue and Non-GAAP EBIT source was company filings as provided by FactSet Research Systems, Inc. (“FactSet”)

2 FactSet consensus information was used when actual data was not available

3 Individual list of Russell 3000 companies for TSR

4 Overall percentile rank excludes TSR vs. Russell 3000

Executive Compensation Highlights (page 43)

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Compensation Mix

As shown below, the distribution of our executive’s full-year target compensation is significantly weighed towards performance-based long- and short-term, variable elements.

Governance Highlights (page 18)

PVH is committed to excellence in corporate governance and corporate responsibility, as evidenced by the policies and practices summarized below.

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2024 Governance Actions

We are continuing our pursuit of excellence in governance matters and of our commitment to corporate responsibility.

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Proposal 1:
Election of Directors

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Nominees for Election

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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 a third party that provides 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 officer 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 officer of PVH and any other director or executive officer.

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. In 2022, in connection with the retirement of our former CEO as Chair, we reconsidered our Board leadership structure in light of our new CEO and the evolving Board membership that resulted from our board refreshment program. As a result of that review, 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 Officer, including the execution of the PVH+ Plan.

Michael Calbert has served as Chair since June 2022. 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 qualified for the Chair role.

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 Officer (or another associate) serves as Chair, or the Chair otherwise is not independent, the Nominating, Governance & Management Development 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 least four times each year.

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Risk Oversight

In performing their functions, 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, financial and human capital management initiatives.

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Management is charged with managing risk. Management communicates routinely with the Board and Board committees on the significant risks that it has identified and how they are being managed. It provides the following reports and information to the Board’s committees.

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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.

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 process.

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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 to ensure we have the appropriate breadth and depth of experience on the Board to effectively perform the Board’s responsibilities. The addition of four new independent directors in the last three years, and the fact that only four nominees have a tenure of 8 to 11 years, demonstrates the success of this process.

The refreshment process has several goals:

The Nominating, Governance & Management Development Committee uses a skills matrix to assess the strengths and needs of the Board in relation to our current business strategy, expected future strategic needs, and the current state of our industry. The matrix incorporates areas of operating and industry experience that Committee members have determined should be represented on our Board, as well as skills that governance and self-regulatory organizations and our investors consider when evaluating boards of directors. Using directors’ self-assessments and assessments from the other directors and management, the Committee populates the matrix, showing the extent to which each current director has the desired qualities and skills.

The Nominating, Governance & Management Development Committee regularly reviews the skills matrix, along with individual director demographics, tenure and committee memberships, and considers our total Board composition and demographics compared to our peers and evolving governance practices, to determine whether we need to add directors with specific qualities or skills. As part of the Board’s refreshment process, the Committee reviewed the skills matrix and decided to expand the desired skills and experience in 2023 to ensure the composition of the Board remains appropriate, including taking into account the company’s PVH+ Plan strategy announced in 2022.

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Director Nominee Skills

We believe our directors should possess high personal and professional ethics and integrity and be committed to representing the long-term interests of our stockholders. We endeavor to have a Board representing a range of experience in areas that are relevant to the global nature of our operations and the PVH+ Plan. We believe that the following are key areas of experience, qualifications and skills that should be represented on the Board.

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The Nominating, Governance & Management Development Committee believes our Board of Directors is most effective when its members represent a mix of perspectives and backgrounds and the attributes, skills and experience shown below.

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Identifying potential new directors

In evaluating potential new directors, the Nominating, Governance & Management Development Committee will consider the needs identified 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 identified at various times by members of the Board, by third-party search and recruiting firms 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 qualifications of the proposed nominee to serve on the Board, (ii) the principal occupation(s) and employment of the proposed nominee during the past five 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 identified by the Committee.

Proxy access

We have a proxy access provision in our By-Laws. This provision allows qualified stockholders to nominate director candidates for election to our Board, and for those 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.

Our discussions with stockholders in 2024 often centered on the PVH+ Plan, our multi-year strategic plan to build Calvin Klein and TOMMY HILFIGER into the most desirable lifestyle brands in the world and build PVH into one of the highest performing brand groups in our sector.

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Other common issues discussed included:

We also engage with stockholders on our compensation practices and pay-for-performance alignment, 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 first three to six months. In addition, new directors participate in a corporate, business and financial orientation program that involves substantive individual meetings with the members of our Executive Leadership Team and others. For example, the Chief Executive Officer will brief new directors on current business; the Chief Financial Officer will speak about our financial performance and capital structure; the Chief Strategy Officer will discuss strategy; the General Counsel will discuss corporate governance, periodic reporting and stock-related matters; the Chief People Officer 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. New directors receive Securities and Exchange Commission (“SEC”) filings and other information as a background resource. We endeavor to have all new directors visit our European headquarters in Amsterdam within their first 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 efficiently, programs, conferences and classes recommended by other directors and our Talent Development Team are flagged.

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 confirm 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.

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.

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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 Board (sans one director) traveled in 2024 to Amsterdam, where our European headquarters is based, and certain directors visited our stores and operations in London in connection with this trip. Those visits enabled the Board to meet with key members of management in those offices, to meet the country managers of each European office, and to tour our offices and certain key retail operations. We plan to have at least one trip to company facilities, stores, customer or competitor locations, or international markets or offices each year.

Restrictions on Other Board Service

In order to ensure that our directors have time to commit to service on our Board, our Corporate Governance Guidelines restrict their ability to accept other board seats. In particular, the Chief Executive Officer may not serve on more than one other public company board, and no other director may serve on more than three other public company boards. A director who serves as a “Section 16 officer” of a public company or in an equivalent position at a private company is limited to board service at the company at which the director is employed and one other public company.

Any director who wishes to join another company’s board (other than the board of a non-profit company) must first get approval from the full Board, the Nominating, Governance & Management Development Committee, or both. Such approval will be based on whether the director’s proposed additional board service would conflict with PVH policy or the director’s responsibility to PVH, whether due to the nature of the business, the timing of meetings, work demands or otherwise.

Management Succession Planning

The Nominating, Governance & Management Development Committee engages in detailed succession planning. Succession plans for the Chief Executive Officer and the senior management team are reviewed regularly by the CEO and Chief People Officer with the Committee. Status reports on talent and succession plans are presented to the full Board annually.

The succession planning process includes identifying and developing plans for promising internal candidates as well as monitoring external talent. The plan includes mid-term and long-term solutions and arrangements in the event an emergency arises.

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Meetings

To ensure that the Board is fully informed about issues under discussion, meetings often include presentations by our corporate officers, 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 Officer 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 Officer. 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 Officer at least annually to discuss the Board’s feedback on the CEO’s performance and to suggest areas for improvement. The discussion is based on a robust written evaluation with input from all directors on goals, objectives and performance, including in respect of leadership and people, strategic planning, financial results, external relations and Board relations. Feedback is elicited through a written performance evaluation completed by each director that solicits both quantitative and qualitative responses regarding these key areas of performance.

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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:

No transactions met these criteria in 2024.

The Audit & Risk Management Committee is required to review and approve any transaction between PVH and any director or executive officer 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:

Additionally, under our Code of Business Conduct and Ethics and our Conflict of Interest Policy, our directors and associates, including executive officers, have a duty to report all potential conflicts of interest, including transactions with related persons. We have established procedures for reviewing and approving disclosures under the Conflict of Interest Policy, and all disclosures are discussed annually with the Audit & Risk Management Committee.

Insider Trading Policy

We have an Insider Trading Policy governing the purchase, sale, and other dispositions of our securities that is designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. The Insider Trading Policy applies to our directors, officers and employees, as well as to PVH.

Governing Documents

Corporate Governance Guidelines. Our Corporate Governance Guidelines address matters such as director qualifications 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 Officer and Senior Financial Officers. Our Code of Ethics is designed to ensure full, fair, accurate, timely and understandable disclosure in the periodic reports we file 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 of the amendment or waiver.

Code of Business Conduct and Ethics. The Code of Conduct and Ethics, which applies to all PVH directors, officers and associates, addresses matters such as conflicts of interest, insider trading, confidentiality 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.

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How to Contact the Board

Stockholders and other interested parties may send communications to the Board of Directors (or to 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.

Values, Governance, Human Capital Resources, Corporate
Responsibility, and Political and Lobbying Activities

Throughout our 140-year plus history, we have been passionate about doing the right thing. Our values — individuality, partnership, passion, integrity and accountability — define who we are as a company, and we encourage our associates to embody them every day.

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Director Compensation

Annual Retainers

Non-employee directors are paid annually in a combination of cash and restricted stock units, as shown below.

Non-employee directors are reimbursed for their meeting-related expenses in addition to receiving the compensation disclosed above.

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 RSU award. 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 benefits 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.

Stock Ownership Guidelines

Our non-employee directors are required to own shares of our common stock with an aggregate value equal to five times the standard annual cash retainer payable to directors. New directors have five years from the date they are elected to attain this ownership level. All of our non-employee directors, other than Mr. Andersen, Mr. Bhalla and Ms. Gulliver, are in compliance with this requirement as of the date of this Proxy Statement. Mr. Bhalla has until calendar year 2027 to meet the guideline and Mr. Anderson and Ms. Gulliver have until calendar year 2029 to meet the guideline. Directors must hold 50% of the shares received upon the vesting of their equity awards (after payment of taxes) until they satisfy the guideline.

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Proposal 2
Advisory Vote on Executive Compensation

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Compensation
Discussion & Analysis

2024 Performance Highlights

We continued to make progress against the PVH+ Plan, driving next-level execution across our businesses globally and working toward our PVH+ Plan targets despite market volatility and macroeconomic and geopolitical headwinds.

In 2024, we drove powerful consumer engagement for both Calvin Klein and TOMMY HILFIGER , bringing our two global iconic brands to life through cut-through campaigns featuring mega talent.

We delivered strong performance in 2024, led by our iconic global brands and the disciplined execution of our multi-year, brand-building growth plan, the PVH+ Plan. We delivered another year of profit growth in North America, drove sequential improvements in our wholesale order books in Europe while improving our quality of sales, and achieved our third consecutive year of growth in Asia Pacific on a constant currency basis.

Our achievements on each of the five key growth drivers of the PVH+ Plan in 2024 powers our brand-building consumer flywheel where strong products lead to consumer engagement and brand desirability which in turn leads to strong marketplace execution.

Key highlights include:

• Win with the best product — Focused on advancing our category offense with the most compelling products in the market to drive product strength and newness.

• Win with the best consumer engagement — Our brands came to life with high-impact campaigns that repeatedly cut through in the marketplace, amplified by mega talent and brand ambassadors like Jeremy Allen White, Greta Lee, Kendall Jenner, Stray Kids, Damson Idris and Patrick Schwarzenegger, just to name a few. Both brands drove incredible brand-building impact and continued to define cultural conversation by leaning into their iconic DNA made current for today. Tommy Hilfiger drove record engagement during its two fashion shows, while Calvin Klein announced a return to the runway for 2025.

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• Win in the digitally-led marketplace — Strengthened the brand experience across social, e-commerce and stores, and deepened our relationships with our key wholesale partners with a strong quality of sales focus globally.

• Develop a demand- and data-driven operating model — Continued to build out our demand- and data-driven supply chain, focusing on higher availability of important core products and increased stock freshness.

• Drive efficiencies and invest in growth — We relentlessly focused on driving efficiencies, maintaining cost discipline and simplifying how we work globally while continuing to invest in growth initiatives and marketing campaigns.

Our 2024 financial performance reflected progress against our PVH+ Plan execution. Revenue, EBIT and EPS all came in line with our plan. Our strong performance and financial condition allowed us to deliver on our commitment under the PVH+ Plan to return excess cash to stockholders; we repurchased 4.7 million shares for approximately $500 million.

2024 Compensation Highlights

Our pay for performance compensation program continues to align executive compensation with the PVH+ Plan strategic priorities and balances short-term financial results with creating long-term shareholder value. No significant changes were made to the design of our compensation program in 2024 as compared to 2023.

• Say on Pay: Our stockholders overwhelmingly approved compensation of our Named Executive Officers with over 98% of votes in favor of the advisory proposal at our 2024 annual shareholder meeting.

• Salary: We increased the base salary for our Chief Executive Officer and for our Chief Financial Officer in recognition of their performance and to align their compensation to market peers.

• Annual bonus awards were made subject to two financial measures: Revenue growth, a key PVH+ Plan goal, and EBIT, at the company level and the business unit level, where applicable. The weightings assigned to each performance metric for the NEOs’ 2024 bonus awards varied based on each NEO’s scope of responsibility. Corporate executives’ bonus results are based on 100% PVH performance and business unit executives’ bonus results are based on 70% business unit performance and 30% PVH performance.

• PSU awards were made subject to two financial measures: Return on invested capital and relative TSR, in each case over a three-year performance period, evenly weighted.

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Annual bonus award payouts were slightly below target for total company performance, with both revenue (99.6% of target) and EBIT (99.2% of target) slightly below the target measures. On a business unit basis:

• Calvin Klein Global was below target in both the revenue (98.8% of target) and EBIT measures (96.9% of target).

• Tommy Hilfiger Global was below target in both revenue (98.4% of target) and EBIT measures (92.8% of target).

• PVH Europe performance was above target for revenue (101.1% of target) and below target for EBIT measures (94.4% of target).

The table below shows the principal elements of the compensation program for our Named Executive Officers and the target values attributable to each element for 2024, subject to the following:

• Base salaries are shown on an annualized basis at the highest level for the year.

• Annual bonuses are shown at the target-level payouts.

• RSUs, stock options and performance share units are shown at the grant date value.

1 Awards to the Chief Executive Officer are subject to an additional one-year holding period for the after-tax shares delivered when the award vests.

2 Amounts shown for Ms. Rytz Goldman are at a full-year value and do not reflect that she joined PVH in April 2024.

3 Bonus target amount shown for Mr. Savman is based on his base salary as of October 31, 2024 in accordance with the terms of the Performance Incentive Bonus plan.

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PVH Pay Mix

As shown below, the distribution of our executive’s full-year target compensation is significantly weighed towards performance-based long- and short-term, variable elements.

Compensation Governance

Our executive compensation program continues to demonstrate our pay for performance philosophy and support strong compensation governance. Our executive compensation program aligns the interests of our NEOs with the interests of our stockholders and avoids excessive risk.

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Executive Compensation Overview

Elements of Compensation

Our 2024 executive compensation program consisted of five components with the following purposes:

All NEOs have all components in their compensation packages, other than stock options, which were granted in 2024 only to our CEO, CFO, and Former CEO, PVH Europe.

Compensation Committee Process

Considerations when setting compensation

Every year the Compensation Committee reviews the performance and compensation packages for each of our Named Executive Officers. This review considers the NEOs’ respective base salaries, the annual bonus and PSU award targets and measures, the grant date value of the NEOs’ equity awards, and the mix of pay across these compensation elements. We do not prescribe a specific formula for the allocation of pay elements other than to favor variable performance-based pay over fixed, and long-term pay over short-term.

When setting the compensation packages for the NEOs, the Compensation Committee starts by looking at the competitiveness of our compensation compared to the compensation for comparable executives within our compensation peer group. The Compensation Committee obtains input from the independent compensation consultant and also considers factors, such as:

We also engage with stockholders on our compensation practices and pay for performance alignment, 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.

In addition, the Compensation Committee receives input from the Chief Executive Officer and the Chief People Officer (except with respect to their own compensation).

The Chief Executive Officer’s compensation is more heavily weighted toward long-term, performance-based compensation compared to other NEOs, and the Committee has preferred to look at multi-year performance to determine whether compensation is appropriately aligned to our pay for performance approach. Adjustments to Mr. Larsson’s compensation package are largely determined based upon the Board’s assessment of his long-term performance and shareholder value creation. The full Board discusses, considers and approves all changes to the Chief Executive Officer’s compensation package recommended by the Compensation Committee.

Authority to grant equity awards

The Compensation Committee has the sole authority to grant equity awards to the NEOs. The Committee has delegated limited authority to the Chief People Officer to make equity awards to PVH associates (other than our Section 16 officers and the other members of our Executive Leadership Team), principally in connection with promotions and hiring. Pursuant to this authority, the Chief People Officer may grant annually, restricted stock units with an aggregate grant date value of $5 million. Awards made for retentive

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purposes in connection with any singular event, occurrence or circumstance shall also be limited to a grant date value of $500,000 with respect to all grantees, in the aggregate. This delegation is reviewed annually. The Committee receives a report annually on the awards granted pursuant to this delegation of authority.

Schedule for Compensation Committee meetings

The Compensation Committee generally makes decisions during the first quarter of each year about bonus plan award payouts for the recently completed fiscal year, as well as on base salaries, target annual bonus opportunity, and equity grants for the current year. See “Timing of Equity Awards” on page 56. In addition, the Committee uses its first quarter meetings to consider and approve any new incentive compensation plans or arrangements, or amendments to existing plans, that require Board or stockholder approval.

The Compensation Committee’s other meetings during the year typically are focused on reviewing our compensation programs generally and discussing potential changes to these programs, including to address corporate governance, regulatory developments and market practice. In addition, the Committee regularly reviews the types and mix of incentive awards included in our compensation program, the financial measures used in incentive awards, and alternative plans and financial measures. The Committee also uses its other meetings to address compensation issues relating to changes in executives’ roles and promotions among the executive ranks.

Understanding long-term value of executive compensation

The Compensation Committee reviews a number of data points, including the value of outstanding equity awards based on our current share price and the number of shares underlying those awards to assess the full value of our executives’ compensation and total rewards over multiple years. The Committee reviews prior-year and proposed compensation, including all elements of cash compensation, incentive compensation, perquisites, and benefits. This information enables the Committee to evaluate the full range of executive compensation; understand the magnitude of potential payouts in the event of retirement, change in control, and other events resulting in termination of employment; and consider changes to our compensation program, arrangements and plans in light of “best practices” and market trends.

Independent Compensation Consultant

In December 2024, the Compensation Committee approved the retention of Frederic W. Cook & Co. (“FW Cook”) as its new independent compensation consultant, replacing ClearBridge Compensation Group (“ClearBridge”). FW Cook is a compensation consultant and industry leader. The change was made in part based on FW Cook’s experience in our industry and their ability to leverage international compensation resources. The Committee directs the compensation consultant, approves the scope of the compensation consultant’s work each year, and approves the associated fees.

Both ClearBridge and FW Cook have been determined by the Compensation Committee to be independent under SEC rules and NYSE listing standards. FW Cook also advises, and reports to, the Nominating, Governance & Management Development Committee on matters relating to non-employee director compensation. Management is prohibited from retaining the compensation consultant without the prior approval of the Compensation Committee.

FW Cook reports directly to the Compensation Committee and partners with PVH management, including our Chief Executive Officer, Chief People Officer, and Total Rewards team to review compensation packages and the overall compensation program. The Committee instructs the compensation consultant team to provide certain information, analysis and recommendations to facilitate the Committee’s annual review of the compensation program and related matters. The principal focus areas in 2024 were whether to maintain our overall program design and how to improve the long-term elements of the program to drive greater consistency and meet the PVH+ Plan drivers.

The compensation consultant provides competitive benchmarking and helps the Committee assess risks in our compensation program, identify appropriate peer groups and potential changes to the companies included in them, review executive retention considerations relating to compensation program construction, including stock awards, and address governance issues with respect to executive compensation practices.

Role of Management

Our Chief People Officer, with support from Total Rewards and Legal and in coordination with the compensation consultant, prepares meeting materials. We include, where appropriate, recommendations to the Compensation Committee about program and plan changes and decisions, report on and provide input with respect to compliance with plan terms and provisions, and proposals regarding revisions to the Committee’s charter and policies. Management also provides guidance to the Compensation Committee regarding matters such as associate feedback on compensation arrangements, legal and regulatory developments and disclosure requirements, and administers all pay actions approved by the Committee.

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Compensation Decisions for 2024

Overview

Our 2024 financial performance reflected progress against our PVH+ Plan execution. Revenue, EBIT and EPS all came in line with our plan. Revenue was down 6% versus 2023 and was attributed primarily to a 2% decline resulting from the sale of the Heritage Brands women’s intimates business, a 1% negative foreign currency impact and a 1% decline related to the 53rd week in 2023. Tommy Hilfiger revenue decreased 5% compared to 2023, while Calvin Klein revenue decreased 1%.

Our NEOs’ 2024 compensation components remained the same compared to 2023 and continued to be focused on advancing the growth drivers and achieving the goals of the PVH+ Plan. The financial metrics used for the short-term annual bonus awards and the long-term PSU awards align executive compensation with stockholder returns.

The table below summarizes our key compensation decisions for the NEOs for 2024.

Base Salaries

Objectives

Base salaries provide our NEOs with a stable and secure source of income at a market-competitive level.

Considerations

Base salaries are established for each NEO primarily based upon market considerations, reported data of the companies in the compensation peer group, PVH’s overall performance, our expected performance, individual performance and business unit performance. For any particular NEO, the Compensation Committee also considers whether the NEO was recently promoted or assumed additional responsibilities, and the NEO’s performance on the PVH+ Plan growth drivers. Finally, the Committee takes into account the relative salaries of our NEOs. Ultimately, base salary decisions are at the Compensation Committee’s discretion. No specific weight is assigned to any deciding factor.

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2024 Decisions

Base salary increases were awarded to Mr. Larsson and Mr. Coughlin in recognition of their 2023 performance making significant progress on PVH+ Plan drivers and to align with market peers. Mr. Savman moved into an interim role in 2024, with a salary increase reflecting his additional significant responsibilities.

Base salary increases for our NEOs from end of fiscal year 2023 to end of fiscal year 2024:

1 Mr. Larsson and Mr. Coughlin each received base salary increases as part of the Compensation Committee’s annual compensation review process based on their performance in 2023 and to better align with market peers.

2 Ms. Rytz Goldman joined PVH on April 3, 2024.

3 Mr. Savman was designated as an executive officer effective June 1, 2024, in connection with his appointment as Interim CEO, PVH Europe to replace Mr. Hagman.

4 Mr. Hagman stepped down from his role effective June 1, 2024, and has since left the company; any payments to Mr. Hagman were in accordance with his employment agreement.

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 performance goals and, for NEOs within business units, performance goals for the business units they lead. We establish performance targets that we believe are rigorous, and at the same time, not likely to encourage excessive risk-taking. As evidence of this rigor, over the past five years our performance against the goals established for bonuses has varied significantly, ranging from 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 after the Board approves the annual budget.

The Compensation Committee makes three sets of decisions regarding annual bonuses before making awards:

2024 Decisions

After the Board approved the 2024 budget, we adhered to standard practice and set bonus awards in the first quarter.

The performance measures for awards at both the corporate and business unit level were EBIT and revenue. The revenue metric was added in 2023 to provide additional focus on sustainable growth. These measures were assigned weights for each NEO that varied based on the NEO’s scope of responsibility.

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Potential bonus payouts and financial metrics

The Compensation Committee sets threshold, target and maximum payout opportunities for each NEO, expressed as a percentage of the NEO’s base salary. Threshold and maximum payout for all NEOs are 25% and 200%, respectively, of their annual target shown below.

Annual bonuses for Messrs. Larsson, Coughlin and Savman were based entirely upon corporate performance, while bonuses for Mses. Rytz Goldman and Serrano and Mr. Hagman were based on both corporate performance and the performance of their respective business units, in the proportions shown below.

1 Mr. Coughlin received an increase target in recognition of his 2023 performance significantly advancing the PVH+ Plan drivers and to align to market peers.

2 Target amount and base salary are prorated based on actual days of service. Ms. Rytz Goldman joined PVH on April 3, 2024.

3 Mr. Savman was promoted to Global Head of Operations and Chief Supply Chain Officer effective January 27, 2025. As the Performance Incentive Bonus plan rules, his salary as of October 31, 2024, was used to calculate his bonus payout.

Corporate EBIT and Revenue

Corporate (which refers to our consolidated performance) EBIT and revenue goals were based on the budget reviewed with and approved by the Board at the time the goals were established and were subject to the agreed-upon adjustments and exclusions. Once the target goals were determined, we set the threshold and maximum performance goals. The threshold-to-maximum range, approved at the same time as the budget, can vary from year to year based on the Compensation Committee’s evaluation of business conditions. The range for 2024 was 80% to 115% on EBIT and 93% to 105% on revenue. This range appropriately recognizes the uncertain and volatile market conditions and reflects the role annual bonuses play in incentivizing and retaining senior executives. The performance goals and actual results for the awards made in 2024 are set forth below.

Business unit EBIT and Revenue

A majority of the annual bonus opportunities for Mr. Hagman and Mses. Rytz Goldman and Serrano were based on the EBIT and revenue of the business units they lead. As with the corporate EBIT and revenue goals, the threshold-to-maximum range was 80% to 115% on EBIT and 93% to 105% on revenue. The performance goals applicable to each of these NEOs are set forth below, as well as the actual results for the awards made in 2024.

Strategic modifier

Payouts for the NEOs are also subject to an evaluation of individual performance against strategic performance criteria established at the time the awards are made. This provides the Compensation Committee some flexibility to modify payouts (up or down) by a maximum of 25% of an 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 among other factors. These items typically either do not get captured by the financial goals or are expected to yield benefits only in the future and may not be reflected directly in future bonus calculations. The Committee did not make any adjustments to any of the NEO’s 2024 bonus payouts.

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2024 annual bonus payouts

In 2024, our EBIT (as calculated for bonus purposes) for both total PVH performance and for our NEOs’ business units were below target, with total PVH being 97%, Calvin Klein Global achieving 90%, Tommy Hilfiger Global achieving 76% and PVH Europe achieving 82%. Revenue performance varied, with total PVH being 96%, Calvin Klein Global achieving 87%, Tommy Hilfiger Global achieving 83% and PVH Europe achieving 122%. While 2024 Revenue and EBIT were lower than 2023, the results were aligned with guidance provided to market and analyst consensus given challenging macroeconomic challenges due to consumer demand and continued elevated levels of inflation. The resulting payouts, reflected in the second chart below, were 97% of target for the corporate NEOs, 83% of target for Ms. Rytz Goldman, 91% of target for Ms. Serrano and 93% for Mr. Hagman.

Below are the performance goals established for 2024 and the actual performance achieved.

1 All revenue and EBIT values are expressed in millions.

2 For both metrics, actual payout is 0% if performance is below threshold, 25% of target for performance at threshold, 50% of target for performance at threshold plus, 100% of target for target performance, 150% of target for target plus performance, and 200% of target for maximum performance, with interpolation for performance levels between the amounts above.

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1 Annual bonuses for Messrs. Larsson, Coughlin and Savman were based 100% on PVH corporate performance, while bonuses for Mses. Rytz Goldman and Serrano and Mr. Hagman were based on 30% corporate performance and 70% performance of their respective business units.

2 Base salary and payout amount prorated based on actual days of service. Ms. Rytz Goldman joined PVH on April 3, 2024.

3 Mr. Savman was promoted to Global Head of Operations and Chief Supply Chain Officer effective January 27, 2025. In accordance with the Performance Incentive Bonus plan, his salary as of October 31, 2024 , was used to calculate his bonus payout.

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 align with stockholders’ interests and promote retention of our NEOs. Stock price performance has the same effect on holders of restricted stock units as it does on holders of our common stock.

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. We have determined that RSUs and PSUs, which are discussed below, are better vehicles for our long-term incentives. As such, we granted additional RSUs and PSUs in 2025 in lieu of stock options and currently intend to continue this practice.

2024 decisions

We made annual grants of restricted stock units to all of our NEOs in April and stock options were granted to our CEO, CFO, and Former CEO, PVH Europe. These awards will vest at a rate of 25% on each of the first four anniversaries of the grant date (provided the recipient remains employed by PVH). Annual stock option awards expire ten 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 at least equal to the associated taxes unless the grantee elects another means of paying the taxes due upon vesting (such as paying cash or delivering owned shares with the necessary value).

Grantees can exercise their in-the-money vested stock options with shares from the exercise, with cash or can use existing shares of PVH common stock already owned (either through previous stock option exercises or other holdings) to pay for the exercise of new options.

Long-Term Incentives — Performance Share Units

Objective

Annual grants of PSUs under our Stock Incentive Plan provide compensation that is at risk and contingent on the achievement of pre-determined performance goals over an extended period. Performance share units align with stockholder interests because their value will increase or decrease in tandem with stock price performance. Performance share units have retentive value over the three-year performance cycle given the upside potential if performance goals are met or exceeded.

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Considerations

Performance share unit awards granted in 2024 are subject to performance against two equally weighted performance measures. The awards will be earned (or not) based on overall performance against PVH’s three-fiscal year average ROIC and relative total stockholder return against the custom comparator group over a three-year performance cycle from the date of grant. We believe this structure encourages a balanced focus on driving long-term financial performance, with the ultimate goal of creating value for our stockholders. The Compensation Committee regularly reviews the financial metrics and considers alternatives. No changes were made in 2024.

The three-year TSR measure is based on a comparison of PVH performance against a custom, industry-appropriate peer group of 45 companies identified below.

2024 decisions

All of our Named Executive Officers received awards of performance share units in 2024 with a performance cycle generally covering the second quarter of 2024 through the first quarter of 2027 for TSR and fiscal year 2024 through the fiscal year 2026 for ROIC.

Performance measures

The Compensation Committee set performance goals for the ROIC and relative TSR metrics for the relevant three-year period, as set forth below. The relative TSR goals are at the same percentile ranks as they have been for several years and require above-median performance for a target payout.

* These goals are presented solely for the purpose of describing our compensation program. They are not management’s estimates of results or other guidance. Investors should not apply these goals to other contexts.

Payouts for performance between goals would be calculated on a straight-line interpolation basis.

The following table shows the aggregate potential payouts and the aggregate number of shares each payout represents based on the April 10, 2024 grant date. To reinforce the long-term focus these awards are meant to create, our Chief Executive Officer is required, for one year after awards vest, to hold the after-tax shares he receives. This holding requirement is in addition to his stock ownership requirement.

1 The award values are equal to the number of shares multiplied by $109.75, the closing price of our common stock on the grant date. The award values are not calculated in the same manner as the grant date fair values we are required to include in the Summary Compensation Table, which begins on page 60.

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Pay for Performance

We consider PSU award payouts to be part of the compensation paid to the NEOs in the last full year of the performance cycle even though the TSR performance periods do not align fully with fiscal years. As such, the payouts of the awards granted in May 2022 are considered part of the applicable NEOs’ 2024 compensation.

Payouts of Prior Performance Share Unit Awards

Payouts of Performance Share Unit Awards for the 2022 – 2025 Performance Cycle

We made awards of performance share units in 2022. Messrs. Larsson, Coughlin and Hagman were among those who received awards. These awards were subject to achievement of EBIT over a three-year performance period, and relative TSR against prescribed targets over a three-year performance period. The performance goals for these cycles were as follows: