Form 4: PVH Corp. Director Michael Calbert Reports Acquisition of Restricted Stock Units

PVH Corp. Director Michael M. Calbert has reported the acquisition of 5,861 restricted stock units (RSUs) as part of his compensation for board service, aligning his interests with shareholders.

Summary

• Michael M. Calbert, a Director and Chair of PVH Corp.'s Board, acquired 5,861 shares subject to awards of restricted stock units (RSUs) on June 18, 2025.
• The RSU award consists of 2,776 RSUs for serving as a non-employee director and 3,085 RSUs for serving as Chair of the Issuer's Board.
• These RSUs vest in full on the earlier of the first anniversary of the grant date or the date of the Issuer's next annual meeting of stockholders.
• Following this transaction, Mr. Calbert directly beneficially owns 20,336 shares of Common Stock, which includes 13,874 shares subject to other restricted stock unit awards.
• Additionally, Mr. Calbert indirectly beneficially owns 65,700 shares of Common Stock through family trusts.
• The indirect holdings include 42,000 shares held by a trust for the benefit of Mr. Calbert and his wife, and 7,900 shares each held by trusts for his three children.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates standard director compensation and aligns director interests with shareholders, without any negative implications.

Positives

• The acquisition of restricted stock units by a director aligns management's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• The grant of RSUs is a standard practice for compensating non-employee directors and board chairs, reflecting ongoing commitment to corporate governance.

Future Outlook

The acquired restricted stock units are set to vest in full on the earlier of the first anniversary of the grant date (June 18, 2025) or the date of PVH Corp.'s next annual meeting of stockholders.

Industry Context

This filing represents a routine insider transaction related to director compensation. The grant of restricted stock units is a common practice across various industries for compensating non-employee directors, aiming to align their long-term interests with those of the company's shareholders.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a component of non-employee director compensation is a widely adopted practice across publicly traded companies, including those in the apparel and retail sectors like PVH Corp.
• While specific compensation amounts vary by company size, industry, and board responsibilities, the structure of linking director compensation to equity performance through RSUs is consistent with global benchmarks for corporate governance and incentive alignment.

Related Party Transactions

• Indirect beneficial ownership of 65,700 shares is held through family trusts, including a trust for Mr. Calbert and his wife (42,000 shares) and trusts for each of his three children (7,900 shares each).

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with shareholder value, as the compensation's value is tied to the company's stock performance.
• Management: Reinforces the compensation structure for board members, potentially motivating long-term strategic decisions.

Next Steps

• The restricted stock units are expected to vest on the earlier of June 18, 2026 (first anniversary of grant) or the date of PVH Corp.'s next annual meeting of stockholders.

Key Dates

Keywords

PVH Corp., Michael Calbert, SEC Form 4, Restricted Stock Units, RSUs, Insider Transaction, Director Compensation, Equity Award, Beneficial Ownership, Corporate Governance