Committee Description and Membership

The Board of Directors of the Company has a standing Audit & Risk Management Committee, a standing Compensation Committee, a standing Nominating, Governance & Management Development Committee and a standing Corporate Responsibility Committee. You may review the charters of these committees by clicking on the committee names in the chart below. A description of each committee and the identification of the committee members and chairpersons follows.

Audit & Risk Management Committee

The Audit & Risk Management Committee is directly responsible for the appointment, compensation, and oversight of the work of the outside auditing firm. In addition, the Committee helps the Board fulfill its oversight functions relating to the quality and integrity of the Company's financial reports by, (1) monitoring the Company's financial reporting process and internal audit function, (2) monitoring the outside auditing firm's qualifications, independence and performance, and (3) performing such other activities consistent with its charter and the Company's By-Laws as the Committee or the Board deems appropriate.

Compensation Committee

The Compensation Committee discharges the Board's responsibilities relating to compensation of the Company's executive officers. It also has overall responsibility for evaluating and approving, or recommending to the Board approval, all compensation plans, policies and programs of the Company and is responsible for preparing the annual report on executive compensation required to be included in the Company's proxy statement for each annual meeting of stockholders.

Nominating, Governance & Management Development Committee

Pursuant to its charter, the Nominating, Governance & Management Development Committee is charged with (1) identifying individuals qualified to become Board members, (2) recommending director nominees to the Board, (3) recommending members for each Board committee, (4) overseeing Board, committee and director evaluations, (5) reviewing the Corporate Governance Guidelines and recommending changes to the full Board, (6) conducting Chief Executive Officer succession planning, and receiving detailed succession planning presentations for senior management; (7) monitoring senior management development and (8) monitoring issues of corporate culture and conduct.

Corporate Responsibility Committee

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 the Company'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 (affinity groups for communities within PVH), and other ways we advance our core values.

  Audit & Risk Management
 Compensation Committee  Nominating, Governance &
Management Development Committee
 Corporate Responsibility Committee
Ajay Bhalla  Committee Member      
Michael Calbert    Committee Member  Committee Member  
Brent Callinicos  Chair      Committee Member
George Cheeks    Committee Member    Committee Member
G. Penny McIntyre        Chair
Amy McPherson  Committee Member   Chair  
Allison Peterson     Committee Member  Committee Member  
Amanda Sourry   Chair Committee Member