PVH CORP (PVH)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PVH CORP · Meeting: June 18, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined in 2024, making him exempt from the TSR trigger under the 24-month new-director rule; no overboarding, attendance or independence concerns.
Bhalla joined in 2022 and his tenure overlaps the full 3-year underperformance period; PVH's 3-year return trails the peer-group median by 66.8 percentage points, exceeding the 35-point trigger. However, the 5-year check shows PVH trails peers by only 7.6 points against a 20-point threshold (negative absolute 5-year TSR tier), so the mitigant applies and the vote is downgraded to FOR, reflecting that recent underperformance sits within an otherwise adequate longer-term record.
Calbert has served since 2022 and his tenure fully overlaps the underperformance period; the 3-year trigger fires at 66.8 points below the peer median. However, the 5-year gap of 7.6 points falls below the 20-point threshold for the negative absolute TSR tier, so the 5-year mitigant applies and the vote remains FOR.
Callinicos has served since 2014 and his long tenure fully overlaps the underperformance period; the 3-year trigger fires. The 5-year mitigant applies (7.6pp gap vs. 20pp threshold for negative absolute TSR tier), so the vote remains FOR, reflecting a long track record that extends well beyond the recent difficult period.
Cheeks has served since 2021 and his tenure fully overlaps the underperformance period; the 3-year trigger fires. The 5-year mitigant applies (7.6pp gap vs. 20pp threshold), so the vote remains FOR.
Joined in 2024, making her exempt from the TSR trigger under the 24-month new-director rule; no overboarding, attendance or independence concerns.
Larsson is the CEO-director and has served since 2021, fully overlapping the underperformance period; as an executive director he is subject to the same TSR trigger. The 3-year trigger fires, but the 5-year mitigant applies (7.6pp gap vs. 20pp threshold for negative absolute TSR tier), so the vote remains FOR; this determination is independent of the Say on Pay vote.
McIntyre has served since 2015 and her long tenure fully overlaps the underperformance period; the 3-year trigger fires. The 5-year mitigant applies (7.6pp gap vs. 20pp threshold), so the vote remains FOR.
McPherson has served since 2017 and her tenure fully overlaps the underperformance period; the 3-year trigger fires. The 5-year mitigant applies (7.6pp gap vs. 20pp threshold), so the vote remains FOR.
Sourry has served since 2016 and her tenure fully overlaps the underperformance period; the 3-year trigger fires. The 5-year mitigant applies (7.6pp gap vs. 20pp threshold), so the vote remains FOR.
All ten directors are recommended FOR. The 3-year TSR underperformance trigger fires for eight of ten directors — PVH's 3-year return trails the peer-group median by 66.8 percentage points, exceeding the 35-point threshold for companies with low-positive absolute returns. However, the 5-year mitigant applies in every case: PVH's 5-year TSR trails peers by only 7.6 points, which is below the 20-point threshold applicable when absolute 5-year returns are negative (-21.2%), meaning the recent underperformance appears to be a trough within a longer-term track record rather than sustained destruction of value. Two directors (Andersen and Gulliver) joined in 2024 and are fully exempt under the 24-month new-director rule. No overboarding, independence, attendance, or qualification concerns were identified.
Say on Pay
✓ FORCEO
Stefan Larsson
Total Comp
$16,165,385
Prior Support
96.8%%
CEO Stefan Larsson received total compensation of approximately $16.2 million. The pay program is heavily weighted toward variable, performance-based pay — the company states over 90% of the CEO's package is at-risk — with annual bonuses tied to EBIT and revenue targets and long-term performance stock awards tied to three-year average return on invested capital and relative total shareholder return against an industry peer group, which are quality long-term metrics. Annual bonus payouts came in below target (74% of target) reflecting actual business performance shortfalls, demonstrating the program is working as designed. Shareholders gave the program overwhelming support of 96.8% at last year's meeting, no structural red flags (excessive fixed pay, absence of clawback, no meaningful conditions) are present, and the pay mix satisfies the 50-60% variable compensation threshold, so a FOR vote is warranted.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy does not disclose auditor tenure or a fee breakdown, so no negative triggers can be confirmed; per policy, the absence of tenure data means the tenure trigger does not fire, and without fee data the non-audit ratio cannot be calculated. Ernst & Young is a Big 4 firm fully appropriate for a company of PVH's size, and the prior Say on Pay vote of 96.8% in favor signals no broader governance concerns. The vote is FOR.
Overall Assessment
The 2026 PVH annual meeting presents four proposals: director elections, an advisory vote on executive pay, an equity plan amendment, and auditor ratification. All ten directors are recommended FOR after the 5-year TSR mitigant overrides the 3-year underperformance trigger that fires for eight nominees; the Say on Pay program earns a FOR vote based on a well-structured, predominantly variable pay design with below-target bonus payouts reflecting genuine performance discipline; and the auditor ratification receives a FOR vote as Ernst & Young is an appropriate Big 4 firm with no fee-ratio or restatement concerns identified.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing