Brent Callinicos
PVH CORP. /DE/About Brent Callinicos
Brent Callinicos, age 59, has served on PVH’s Board since 2014 and is an independent director. He chairs the Audit & Risk Management Committee and serves on the Corporate Responsibility Committee; he is recognized as an “audit committee financial expert.” Prior roles include CFO of Uber, VP/Treasurer and Chief Accounting Officer at Google (Alphabet), and COO/CFO at Virgin Hyperloop One, with notable experience in treasury, accounting, and corporate responsibility initiatives (including Green Energy Investing at Google) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virgin Hyperloop One | Chief Operating & Chief Financial Officer | Jan 2017 – Mar 2018 | Senior executive; autonomous transportation operations |
| Uber Technologies, Inc. | Chief Financial Officer; Advisor | CFO 2013 – 2015; Advisor 2015 – 2016 | Built hyper-growth finance function at on‑demand marketplace |
| Google Inc. (Alphabet) | VP & Treasurer; VP, Treasurer & Chief Accounting Officer | 2007 – 2013 | Led treasury, accounting; ran Green Energy Investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Baidu, Inc. | Director | 2015 – Feb 2025 | No current public boards as of PVH’s 2025 proxy |
| Rubicon Technologies, Inc. | Director | Reporting co. from 2022 – Jan 2025 | No current public boards as of PVH’s 2025 proxy |
Board Governance
- Committee assignments: Chair, Audit & Risk Management; Member, Corporate Responsibility; qualifies as “audit committee financial expert” .
- Independence: PVH Board determined all directors except the CEO are independent; no material relationships or related-party transactions for Callinicos in 2024 .
- Attendance and engagement: 100% attendance across Board and committee meetings in 2024; Audit & Risk Management held 10 meetings; Corporate Responsibility held 4; Board held 5, with executive sessions at each meeting .
- Leadership structure: Independent non-executive Chair (Michael Calbert) since 2022; independent directors meet in executive sessions regularly .
- Restrictions on other board service: Limits on number of other public boards to ensure adequate time commitment .
- Say-on-pay & shareholder feedback signals: 2024 say-on-pay passed with over 98% approval; 2025 say-on-pay vote FOR 41,339,242, AGAINST 1,388,259, ABSTAIN 66,828; strong investor support .
Fixed Compensation
| Component | FY 2024 Amount | Detail | Vesting/Timing |
|---|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director fee | N/A |
| Audit & Risk Mgmt Committee Chair fee | $45,000 | Chair premium | N/A |
| Committee member fees | $12,500 | Other committee membership fees | N/A |
| Total cash | $157,500 | Sum of above | N/A |
| RSU grant (annual) | $180,095 | 1,609 RSUs x $111.93 grant-date price | Vests at earlier of 1 year or next annual meeting |
Notes:
- Standard director compensation mix: $100,000 cash and ~$180,000 RSUs; additional cash for committee roles (Audit Chair $45k; other committee chairs/members per schedule) .
- Directors reimbursed for meeting expenses; nominal perquisites (retail discounts; travel accident insurance) .
Performance Compensation
- Directors do not receive performance-based equity (no PSUs/options for directors as part of annual director pay); annual director RSUs are time-vesting only .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Current public company boards | None listed for Callinicos in 2025 proxy |
| Prior public company boards | Baidu, Inc. (2015–Feb 2025); Rubicon Technologies (reporting co. from 2022–Jan 2025) |
| Related-party transactions | None involving directors in 2024; Audit Committee reviews and must approve any such transactions |
| Hedging/pledging policy | Officers/directors prohibited from hedging or pledging PVH securities |
Expertise & Qualifications
- Finance and accounting leadership: CFO experience at Uber; treasury and accounting executive roles at Google .
- Audit oversight: Qualified “audit committee financial expert”; deep risk, internal control, and reporting oversight .
- Corporate responsibility: Prior leadership of Green Energy Investing at Google; serves on PVH Corporate Responsibility Committee .
- Technology and digital: Experience in tech and high-growth platforms; relevant to PVH’s digitally-led marketplace strategy .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 19,164 | Includes shares owned and certain RSUs per proxy methodology |
| % of shares outstanding | ~0.04% | 19,164 / 47,992,721 shares outstanding as of record date |
| Unvested RSUs outstanding (as of Feb 2, 2025) | 1,609 | Director RSUs vest by next annual meeting |
| Ownership guidelines | 5x annual cash retainer; must hold 50% of shares from vest until in compliance; Callinicos in compliance | |
| Hedging/pledging | Prohibited for directors and officers |
Insider Trades (Form 4, last 24 months)
| Metric | 2024-06-20 | 2025-06-18 |
|---|---|---|
| Transaction type | A – Award (RSU) | A – Award (RSU) |
| Shares awarded | 1,609 | 2,776 |
| Post-transaction ownership | 19,164 | 21,940 |
| Security | Common Stock | Common Stock |
Governance Assessment
-
Strengths:
- Long-tenured audit chair with deep CFO/treasury background; designated audit financial expert, bolstering oversight of financial reporting, cybersecurity, privacy, compliance, and ERM .
- Full attendance and active engagement across Board and committees; independent Board leadership with regular executive sessions .
- Strong alignment: robust director ownership guidelines; prohibitions on hedging/pledging; consistent stockholder support for compensation and governance (high say-on-pay approval) .
- No related-party transactions in 2024; clear conflicts review process .
-
Watch items:
- Tenure of 11 years can raise refreshment questions; however, PVH demonstrates active refreshment (four independent directors added over last three years) and reduced average tenure to ~5.2 years .
- No current external public boards, limiting potential interlocks—prior Baidu/Rubicon roles ended in early 2025 .
RED FLAGS: None disclosed for Callinicos in 2024—no related-party transactions, no hedging/pledging, and full attendance. The Board’s policies and committee independence mitigate conflict risks .