{"url_path":"/sec/pvh/8-k/2026-07-14/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/78239/0001213900-26-077971-index.html","accession_number":"0001213900-26-077971","cik":"0000078239","ticker":"PVH","issuer_name":"PVH CORP. /DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/78239/0001213900-26-077971-index.html","primary_entity_key":"0000078239","primary_entity_name":"PVH CORP. /DE/"},"word_count":1711,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements\nof Certain Officers.**\n\n \n\n(c) Appointment\nof Chief Financial Officer\n\n \n\nPVH Corp.\n(the “Company”) announced on July 14, 2026 that it had entered into an employment agreement (the “Employment Agreement”)\ndated as of July 3, 2026, pursuant to which Alexis Rollier will be appointed to the position of Chief Financial Officer and join the\nCompany in early September 2026. In his capacity as Chief Financial Officer, Mr. Rollier will replace Melissa Stone, who has served as\nthe Company’s Interim Chief Financial Officer (principal financial officer) since January 1, 2026 and will continue in this capacity\nthrough and until September 7, 2026. Ms. Stone thereafter will continue in her role as the Company’s Executive Vice President,\nGlobal Financial Planning & Analysis.\n\n \n\nMr. Rollier,\nage 57, currently serves as Global Chief Operating Officer and Global Chief Financial Officer for Sephora, part of the LVMH Group, a\nrole he has held since 2018. During his 14-year tenure with Sephora, Mr. Rollier took on roles of increasing responsibility\nincluding serving as CFO & COO, Americas and later CFO, Europe and Middle East.\n\n \n\nThere are\nno arrangements or understandings between Mr. Rollier and any other person pursuant to which he was selected to be an officer of the\nCompany, other than the Employment Agreement. Mr. Rollier does not have any family relationship with any director or other executive\nofficer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions\nin which Mr. Rollier has an interest requiring disclosure under Item 404(a) of Regulation S-K.\n\n \n\nThe disclosure\nin Item 5.02(e) regarding the Employment Agreement is incorporated by reference into this Item 5.02(c).\n\n \n\n(e) Entry\ninto the Employment Agreement\n\n \n\nThe following\nis a description of the terms and conditions of the Employment Agreement.\n\n \n\nThe Employment\nAgreement provides that Mr. Rollier will serve as Chief Financial Officer of the Company.\n\n \n\nMr. Rollier’s\ninitial base salary will be $850,000 per annum. The base salary will be subject to annual review and upward adjustment in the discretion\nof the Company’s Board of Directors. Mr. Rollier also will be eligible to participate in the Company’s bonus and stock plans\nand other incentive compensation programs for similarly situated executives of the Company.\n\n \n\nMr. Rollier\nwill receive an award for the Company’s 2026 fiscal year under the Company’s Performance Incentive Bonus Plan with a threshold\nbonus opportunity equal to 25% of his base salary, a target bonus opportunity equal to 100% of his base salary and a maximum bonus opportunity\nequal to 200% of his base salary, prorated for the number of days during the fiscal year that Mr. Rollier is employed by the Company.\n\n \n\nMr. Rollier\nwill be granted equity awards in respect of the Company’s 2027 fiscal year consisting of:\n\n \n\n●performance\nstock units (“PSUs”) under the Company’s Stock Incentive Plan, as amended\n(the “Stock Incentive Plan”), with a value at target level performance of approximately\n$1,150,000, which will vest based on the Company’s performance against the same measures\nand on the same weighted basis as the annual PSU awards to be granted in 2027 to similarly\nsituated executives; and\n\n \n\n1\n\n \n\n●restricted\nstock units (“RSUs”) with a value on the grant date of approximately $1,150,000\nwhich will vest at a rate of 25% on each of the first four anniversaries of the grant date.\n\n \n\nAll the foregoing\ngrants will be made in accordance with the Company’s policies and procedures applicable to the type of award.\n\n \n\nMr. Rollier\nalso will be granted a cash advance of $375,000 to replace the bonus and equity awards held by Mr. Rollier from his current employer\nthat are due to be paid or vest in 2026 that he forfeits upon his resignation from his current employer (the “Make-Whole Cash Advance”).\nThe Make-Whole Cash Advance is subject to repayment in the event of a termination of employment for Cause or voluntary resignation by\nMr. Rollier within the 12-month period following Mr. Rollier joining the Company.\n\n \n\nAdditionally,\nMr. Rollier will be granted (i) one-time sign-on awards of RSUs and PSUs with a grant date value of approximately $400,000 each and (ii)\na make-whole award of RSUs with a grant date value of $275,000, vesting in equal increments over two years (and otherwise subject to\nthe Company’s standard practices), to replace stock awards held by Mr. Rollier from his current employer that are scheduled to\nvest in 2027 and 2028 that he forfeits upon his resignation from his current employer (such total grant, the “Make-Whole RSU Award”).\nThe Make-Whole RSU Award will vest at a rate of 50% on each of the first two anniversaries of the grant date.\n\n \n\nMr. Rollier\nwill be eligible to participate in all employee benefit and insurance plans sponsored or maintained by the Company for similarly situated\nexecutives of the Company. Mr. Rollier will be eligible to receive the Company’s standard executive-level relocation benefits,\nsubject to the terms and conditions of the Company’s relocation policy. In addition, Mr. Rollier will be entitled to reimbursement\nof reasonable expenses incurred or paid by Mr. Rollier in the performance of his duties.\n\n \n\nThe Employment\nAgreement sets forth Mr. Rollier’s rights to severance upon termination of employment. Mr. Rollier will be entitled to severance\nonly if his employment is terminated by the Company without “cause” or if he terminates his employment for “good reason,”\neach as defined in the Employment Agreement.\n\n \n\nIn the event\nof a termination of employment without Cause or for Good Reason (other than during the two-year period after a “change in control”\n(as defined in the Employment Agreement)), Mr. Rollier will be entitled, subject to executing a release of claims in the Company’s\nfavor, to an aggregate amount equal to two times the sum of (i) his base salary plus (ii) an amount equal to the bonus that would be\npayable if “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of the\nfiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the year\nof termination). This amount will be paid in accordance with the Company’s payroll schedule in equal installments during the two-year\nperiod following Mr. Rollier’s termination without Cause or for Good Reason. The Employment Agreement also provides that during\nthe two-year period following Mr. Rollier’s termination of employment without Cause or for Good Reason (other than during the two-year\nperiod after a change in control), medical, dental, and life insurance coverage will be continued for Mr. Rollier (and his family, to\nthe extent participating prior to termination of employment), subject to Mr. Rollier executing a release of claims in the Company’s\nfavor and subject to cessation if he obtains replacement coverage from another employer (although there is no duty to seek employment\nor mitigate damages). Mr. Rollier will be required to pay the active employee contribution, if any, for such coverage.\n\n \n\n2\n\n \n\nMr. Rollier\nalso will be entitled, subject to executing a release of claims in the Company’s favor, to severance upon the termination of his\nemployment by the Company without Cause or by him for Good Reason within two years after a change in control. In either such case, he\nwill receive an aggregate amount equal to two times the sum of (i) his base salary plus (ii) an amount equal to the bonus that would\nbe payable if “target” level performance were achieved under the Company’s annual bonus plan (if any) in respect of\nthe fiscal year during which the termination occurs (or the prior fiscal year, if bonus levels have not yet been established for the\nyear of termination). This amount will be paid in a lump sum, if the change in control constitutes a “change in the ownership”\nor a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s\nassets” (each within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”)). The\namount will be paid during the two-year period following Mr. Rollier’s termination of employment without Cause or for Good Reason\nin substantially equal payments if the change in control does not constitute a “change in the ownership” or a “change\nin the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation’s\nassets” under Section 409A of the Code. The Employment Agreement provides that during the two-year period following Mr. Rollier’s\ntermination of employment without Cause or for Good Reason within two years after a change in control, medical, dental, life and disability\ninsurance coverages will be continued for Mr. Rollier (and his family, to the extent participating prior to termination of employment),\nsubject to Mr. Rollier executing a release of claims in the Company’s favor and subject to cessation if he obtains replacement\ncoverage from another employer (although there is no duty to seek employment or mitigate damages). Mr. Rollier will be required to pay\nthe active employee contribution, if any, for such coverage.\n\n \n\nThe Employment\nAgreement provides that if Mr. Rollier’s receipt of the severance described above would subject him to the excise tax on excess\nparachute payments under Section 4999 of the Code, his severance would be reduced by the amount required to avoid the excise tax if such\na reduction would give Mr. Rollier a better after-tax result than if he had received the full severance amount.\n\n \n\nThe Employment\nAgreement also includes certain restrictive covenants in favor of the Company. The covenants include prohibitions during and following\nemployment against Mr. Rollier’s use of confidential information, soliciting Company employees for employment by himself or anyone\nelse, interfering with the Company’s business relationships, and competing against the Company by accepting employment or being\notherwise affiliated with a direct competitor of the Company’s primary businesses or products as of the date of termination.\n\n \n\nThis\nsummary of the Employment Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the\nfull text of the Employment Agreement attached to this Current Report on Form 8-K as Exhibit 10.1, which is incorporated herein by reference."}