Nominating, Governance & Management Development Committee of the Board of Directors
Charter Review/Issue Date: May 2, 2022
Previous Review/Issue Date: May 3, 2021
The Nominating, Governance & Management Development Committee is a committee of the Board of Directors of PVH Corp. (the “Company”). It shall (1) assist the Board by identifying individuals qualified to become directors of the Company and recommending to the Board the director nominees for the next annual meeting of stockholders; (2) develop and recommend to the Board the Corporate Governance Guidelines applicable to the Company; (3) oversee the evaluation of the Board; (4) recommend to the Board director nominees for each committee of the Board; (5) oversee succession planning for the Chief Executive Officer, including conducting reviews of talent and succession planning in regard to members of senior management; and (6) monitor issues of corporate culture and conduct.
The Nominating, Governance & Management Development Committee shall be composed of three or more directors. The members of the Committee shall meet the independence requirements of the New York Stock Exchange. The Committee shall recommend to the Board of Directors the directors to be elected to the Committee, including designating one to serve as Chair of the Committee. The members of the Committee shall be elected by the Board of Directors at the annual organizational meeting of the Board and shall serve until the next annual organizational meeting or until their respective successors shall be duly elected and qualified; provided, however, that members of the Committee may be removed by the Board.
The Nominating, Governance & Management Development Committee shall meet at least once annually. The Committee may also hold any special meetings as may be called by the Chair of the Committee, a majority of the members of the Committee or at the request of management. A quorum for any meeting shall be a majority of the members. Members of senior management and others may attend meetings of the Committee at the invitation of the Committee and shall provide pertinent information as necessary. The Chair of the Committee shall consult with management on the preparation of the agenda for each meeting and use reasonable efforts to cause management to distribute the agenda and supporting materials to the Committee members prior to each meeting. The Chair will also cause minutes of each meeting to be prepared and circulated to the Committee members. Meeting agendas and minutes shall also be distributed to the directors who are not members of the Committee. The Committee may meet via telephonic or video conferencing facilities. The Committee may form and delegate authority to subcommittees when appropriate. The Committee shall report regularly to the Board of Directors as to its activities.
1. The Nominating, Governance & Management Development Committee shall identify and evaluate individuals qualified to become directors for recommendation to the Board when and as appropriate. In evaluating potential candidates, and the need for new directors, the Committee may consider such factors, including, without limitation, professional experience and business, charitable or educational background, performance, age, service on other boards of directors and years of service on the Company’s Board, as the members deem appropriate.
2. The Committee shall evaluate the qualifications of any person designated by any stockholder having director nomination rights to serve as a director unless the agreement between the Company and any stockholder having such right provides otherwise.
3. The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates and shall have sole authority to approve the search firm’s fees and other retention terms. The Committee may also direct members of management to assist it in carrying out its duties. The Company shall provide adequate funding for the foregoing.
4. The Committee shall have responsibility for ensuring that all new non-management directors participate in an orientation program, as required by the Company’s Corporate Governance Guidelines.
5. The Committee shall oversee the evaluation of the Board (including individual director performance) on an annual basis and, in connection therewith, make recommendations to the Board with respect to organization, size, composition, procedures, meeting content and similar matters, as and when appropriate.
6. The Committee shall annually review and make recommendations to the Board with respect to the compensation and benefits of non-employee directors.
7. The Committee shall review and reassess the adequacy of the Corporate Governance Guidelines of the Company on an annual basis and recommend any proposed changes to the Board for approval.
8. The Committee shall administer the Company’s Stock Ownership Guidelines as applied to non-employee directors, including determining, on an annual basis, whether the directors have satisfied the holdings requirement, providing notice of a director’s failure to comply with the Stock Ownership Guidelines to such director and to the Board, granting waivers and performing any other exercise of discretion under the Stock Ownership Guidelines.
9. The Committee shall nominate for election by the Board a director who meets the criteria for independence required by the New York Stock Exchange to serve as the presiding director for any annual period that the Chief Executive Officer serves as the Chair of the Board or the Chair (if not the Chief Executive Officer) is a Company employee or otherwise does not meet such criteria for independence.
10. The Committee shall nominate for election by the Board directors to serve as members of all committees of the Board (including this Committee) who are qualified to serve thereon in accordance with the charter of the applicable committee. In connection with the foregoing, the Committee shall also designate which nominee is recommended to serve as the Chair of each Board committee.
11. The Committee shall make a recommendation to the Board on whether to accept or reject the resignation of directors who fail to be re-elected as a result of not obtaining a majority vote of stockholders pursuant to the Company’s By-Laws, or whether other action should be taken.
12. The Committee shall make a recommendation to the Board whether to accept or reject the resignation of a non-management director who changes his or her primary occupation, or whether other action should be taken with respect to a change, or pending or potential change, in occupation; provided, however, that, as provided in the Corporate Governance Guidelines, the Chair of the Board and Chair of the Committee may jointly decide to have the Board or Committee alone make the determination if it is not reasonably feasible to have both bodies timely consider such matter.
13. The Committee shall make a recommendation to the Board on whether the proposed service on another company’s board (other than the board of a non-profit company) by a Company director or officer would conflict with a Company policy or such director’s or officer’s service to the Company; provided, however, that, as provided in the Corporate Governance Guidelines, the Chair of the Board and Chair of the Committee may jointly decide to have the Board or Committee alone make the determination if it is not reasonably feasible to have both bodies timely consider such matter.
14. The Committee shall develop and review a process for identifying successors and potential successors of the Company’s Chief Executive Officer. In connection therewith, the Committee shall keep informed about succession planning for the Company’s senior executives and as to the development of the management team, with particular regard to persons identified as successors to the senior executives and other high potential individuals.
15. The Committee shall have the sole authority to retain and terminate any consultant to be used to assist it in the identification and evaluation of persons as a candidate or potential candidate to succeed the Chief Executive Officer and shall have sole authority to approve the consultant’s fees and other retention terms. The Company shall provide adequate funding for the foregoing.
16. The Committee shall oversee educational opportunities for directors to enable them to better perform their duties and learn about emerging issues, recognizing that the Company strongly encourages directors to attend at least one external director education program per year.
17. The Committee shall review regular reports provided to it by management relating to complaints received by management, including through the Tell PVH reporting system or the Company’s human resources escalation protocol (which covers allegations of sexual harassment involving any senior executive or key employee) in respect of sexual harassment, sexual misconduct and, if they involve one or more senior executives, other undisclosed personal relationships, or serious or pervasive conduct and culture-related complaints of a similar or related nature.
18. The Committee Chair shall discuss with management any potentially credible allegations received by management that involve the behavior of a senior executive or pervasive issues in a Company office, store or facility (particularly in respect of sexual harassment, sexual misconduct, or undisclosed personal relationships, or behavior of a similar or related nature) and assess management’s plan regarding investigation, as well as resolution, if and when determined that convening a meeting of the Committee is not warranted or feasible.
19. The Committee shall monitor the hiring, development and advancement of diverse talent at the Company.
20. The Committee shall have the authority to engage outside legal, accounting or other advisors as it determines to assist in carrying out its functions. The Company shall provide adequate funding for the foregoing.
21. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
22. The Committee shall annually review its own performance.