Amy McPherson
PVH CORP. /DE/About Amy McPherson
Amy McPherson (age 63) is an independent director of PVH, serving since 2017. She chairs the Nominating, Governance & Management Development (NG&MD) Committee and is a member of the Audit & Risk Management (A&RM) Committee; she is designated an “audit committee financial expert.” Her background includes senior leadership at Marriott International overseeing European operations and global sales/marketing, with current involvement as a principal investor and consultant at Kids Know Best; she also serves on the board of Royal Caribbean Cruises Ltd.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | President and Managing Director, Europe | 2009–2019 | Oversaw operations and development across multiple brands; acquisitions and strategic partnerships; execution of regional/global strategies |
| Marriott International, Inc. | Executive Vice President, Global Sales & Marketing | Not disclosed | Managed global and field sales, marketing, loyalty program, revenue management, e-commerce, reservation sales, customer care, channel strategy |
| Marriott International, Inc. | Senior Vice President, Business Transformation & Integration | Not disclosed | Transformation and integration initiatives |
| Marriott International, Inc. | Vice President, Finance & Business Development | Not disclosed | Finance and business development responsibilities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Caribbean Cruises Ltd. | Director | Since 2020 | Not disclosed in PVH proxy |
| Kids Know Best | Principal investor and consultant | Not disclosed | Kids-focused media business; not a public company; no PVH-related transactions disclosed |
Board Governance
- Independence: PVH’s Board determined all current directors other than the CEO are independent; McPherson is independent.
- Committee assignments and effectiveness: McPherson chairs NG&MD (4 meetings in 2024) and serves on A&RM (10 meetings in 2024). She is an audit committee financial expert.
- Attendance and engagement: She attended 100% of Board and committee meetings in 2024; the Board held five meetings. Executive sessions of independent directors are held regularly and at least four times per year pursuant to guidelines.
- Leadership structure: Board has an independent non-executive Chair (Michael M. Calbert) since June 2022; duties include leading executive sessions, CEO evaluation, agenda approval, and refreshment program oversight.
- Related-party transactions: None met SEC disclosure thresholds in 2024. The Audit & Risk Management Committee reviews and must approve any related-person transactions; PVH directors/officers must report conflicts under internal policies.
- Insider trading policy: Directors/officers are prohibited from hedging and pledging PVH stock; robust insider trading policy in place.
| Attendance and Committee Context | Data |
|---|---|
| Board meetings held (2024) | 5 |
| McPherson attendance (Board & committees) | 100% |
| A&RM Committee meetings (2024) | 10 |
| NG&MD Committee meetings (2024) | 4 |
| Audit committee financial expert designation | Yes (McPherson qualifies) |
Fixed Compensation
- Director fees: Cash retainer $100,000; NG&MD chair fee $25,000; A&RM member fee $20,000; total cash earned by McPherson in 2024 was $145,000. Perquisites are nominal (store discounts; business accident travel insurance; optional group umbrella insurance participation).
- Equity: Annual director RSU grant with grant-date value approximately $180,000; McPherson’s 2024 stock awards fair value was $180,095. Directors must hold 50% of shares from vesting until ownership guideline met.
| 2024 Director Compensation (Amy McPherson) | Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | $145,000 |
| Stock Awards (RSUs, grant-date fair value) | $180,095 |
| Total | $325,095 |
Performance Compensation
- Structure: PVH does not use performance-based equity for non-employee directors; director equity is time-vested RSUs that vest at the earlier of one year from grant or the next Annual Meeting. No performance metrics apply to director RSU awards.
| Director Equity Grant Details (2024) | Data |
|---|---|
| Grant type | RSUs (time-vest) |
| Grant timing | June (same date for all directors) |
| Grant-date closing price | $111.93 per share |
| RSUs outstanding at FY-end (Feb 2, 2025) | 1,609 units |
| Vesting schedule | Earlier of 1 year or next Annual Meeting |
| Performance metrics | Not applicable to directors (time vesting only) |
Other Directorships & Interlocks
| Company | Overlap Type | Notes |
|---|---|---|
| Royal Caribbean Cruises Ltd. | External public board | Director since 2020; no PVH-related transactions disclosed; no interlocks with PVH competitors/suppliers/customers disclosed in PVH proxy. |
Expertise & Qualifications
- European operations leadership; strategic planning and execution across regions; acquisitions and partnerships; global sales/marketing; loyalty program and revenue management; e-commerce; reservation sales and customer care; sales channels strategy.
- Financial expertise sufficient to qualify as an audit committee financial expert; risk oversight through A&RM membership.
- International experience, sales/marketing, strategic planning, and consumer products/service expertise, aligning with PVH’s skills matrix priorities.
Equity Ownership
- Beneficial ownership: McPherson beneficially owns 15,307 PVH shares (<1% of class). The ownership table includes RSUs vesting within 60 days and any options exercisable within 60 days (directors generally do not receive options).
- RSUs outstanding: 1,609 units as of FY-end, standard director grant vesting at the earlier of one year or next Annual Meeting; settlement terms per plan.
- Stock ownership guidelines: Non-employee directors must own shares equal to 5× the annual cash retainer; McPherson is in compliance. Directors must hold 50% of post-tax vested shares until guidelines are met.
- Pledging/hedging: Prohibited for directors and officers.
| Ownership Detail | Data |
|---|---|
| Beneficially owned shares | 15,307 |
| Percent of class | <1% |
| RSUs vesting within 60 days (included in table) | 1,609 |
| RSUs outstanding at FY-end | 1,609 |
| Ownership guideline | 5× annual cash retainer; McPherson in compliance |
| Hedging/pledging status | Prohibited by policy |
Governance Assessment
- Board effectiveness: McPherson’s dual role as NG&MD Chair and A&RM member positions her at the center of board refreshment, director evaluations, succession planning, and risk oversight; 100% attendance underscores engagement.
- Independence and conflicts: Independent with audit financial expert status; no related-party transactions; strong insider trading policy including hedging/pledging bans; stock ownership guidelines improve alignment.
- Compensation alignment: Director pay mix balanced between fixed cash and time-vested RSUs; no meeting fees; modest perquisites; ownership guidelines and mandatory post-vesting holding enhance alignment with shareholders.
- Board leadership and oversight environment: Independent Chair structure, regular executive sessions, and rigorous committee risk oversight (including cybersecurity updates and enterprise risk management) strengthen governance quality.
- RED FLAGS: None disclosed—no related-party transactions; no Section 16 delinquency noted for directors; pledging/hedging prohibited; director attendance strong. Monitoring point: external roles (Kids Know Best, Royal Caribbean) show no disclosed PVH transactional ties in 2024.