Ajay Bhalla
PVH CORP. /DE/About Ajay Bhalla
Independent director at PVH since 2022, age 59, with three years of board tenure as of the 2025 proxy. Former President, Cyber & Intelligence at Mastercard (2018–April 2024) and previously President, Enterprise Security Solutions (2014–2018). He brings deep expertise in digital commerce, cybersecurity, AI, digital identity, and risk/audit management; Board attendance in 2024 was 93% across Board and committee meetings, and he serves on the Audit & Risk Management Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard Incorporated | President, Cyber & Intelligence; member of Executive Leadership Team and Management Committee | 2018–Apr 2024 | Led deployment of AI, digital/crypto, digital identity, cybersecurity; M&A, customer expansion; ESG support |
| Mastercard Incorporated | President, Enterprise Security Solutions | 2014–2018 | Drove security technologies and solutions; risk and audit management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company boards; “Other public company boards: None” |
Board Governance
| Category | Detail |
|---|---|
| Independence | PVH Board determined all directors except CEO are independent; includes Ajay Bhalla |
| Committee assignments | Audit & Risk Management Committee member (10 meetings in 2024) |
| Chair roles | None (Audit Chair is Brent Callinicos) |
| Attendance | 93% of Board & committee meetings in 2024 |
| Board leadership | Independent Non‑Executive Chair (Michael M. Calbert) since June 2022 |
| Executive sessions | Independent directors meet in executive session at least four times per year |
| Restrictions on other boards | Non-employee directors generally limited to ≤3 other public boards; additions require Board/Committee approval |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Committee member fees | $20,000 | Audit & Risk Management Committee member fee |
| Total cash | $120,000 | Sum of cash + committee fees |
| RSU annual grant (director) | $180,095 | Grant value equal to 1,609 RSUs × $111.93 closing price on grant date (June) |
| Total director compensation (2024) | $300,095 | Cash + stock awards |
Perquisites: nominal; store discounts; participation (at own cost) in group umbrella insurance; business accident travel insurance provided globally (no incremental cost) .
Performance Compensation
PVH does not use performance-based equity for directors; director RSUs are time-vested and settle in shares.
| Equity Award | Grant date | Shares | Fair value | Vesting terms |
|---|---|---|---|---|
| Director RSUs | June 2024 | 1,609 | $180,095 | Vest on earlier of one year from grant or next Annual Meeting |
| Director RSUs | June 18–23, 2025 | 2,776 | Not disclosed in proxy; RSU acquisition per Form 4 | RSU award; standard director time-vesting (Form 4) |
Notes:
- Director stock awards vest time-based; no revenue/EBIT/TSR metrics apply to director equity .
- PVH’s performance metrics (EBIT, revenue; PSU ROIC and relative TSR) apply to executives, not directors .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None |
| Interlocks/conflicts | None disclosed; all directors (other than CEO) have no material relationships with PVH; no related‑party transactions meeting SEC thresholds in 2024 |
Expertise & Qualifications
- Digital commerce, cybersecurity, AI, digital identity; risk and audit management; M&A and footprint expansion; ESG support .
- Adds Technology/Cyber Risk/Information Security and Digital/E‑commerce competencies to Board skills mix .
- Independent director; Audit & Risk Management Committee member supporting financial reporting oversight and cybersecurity risk oversight (committee receives regular reports on cybersecurity and engages independent cybersecurity advisory) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of record date Apr 21, 2025) | 3,796 shares | Less than 1% of class |
| RSUs outstanding (as of Feb 2, 2025) | 1,609 | Director RSUs; vest within ~60 days of record date in proxy table context |
| Pledged or hedged shares | Prohibited for directors/officers under PVH policy | |
| Stock ownership guideline | 5× annual cash retainer ($500,000 equivalent) | Must hold 50% of shares from vesting until guideline met; Bhalla has until calendar year 2027 to comply |
Insider Trades (Form 4)
| Date (Filing) | Transaction | Shares | Price | Notes/Source |
|---|---|---|---|---|
| 2024-06-24 | RSU award reflected (includes 1,609 RSUs) | 1,609 | $0 (RSU grant) | PVH Form 4; RSUs included in holdings |
| 2025-06-23 | RSU award/acquisition | 2,776 | $0 (RSU grant) | PVH Form 4; director stock award |
Governance Assessment
- Strengths: Independence; Audit & Risk Management Committee service; cybersecurity/data privacy expertise aligned with PVH’s risk oversight emphasis; high attendance (93%); no related‑party transactions; hedging/pledging prohibited; robust stock ownership guideline (5× cash retainer) with enforced holding requirements .
- Alignment: Receives standard director pay mix (cash + time‑vested RSUs), with ownership guideline and holding requirements promoting alignment; beneficial ownership and RSUs support skin‑in‑the‑game, though guideline compliance is still in progress (deadline 2027) .
- RED FLAGS: None disclosed specific to Bhalla. No family relationships or related‑party transactions; no committee interlocks; attendance above typical threshold. Monitor guideline compliance progress and any future external board commitments for workload conflicts given PVH limits on other board service .