Kate Gulliver
PVH CORP. /DE/About Kate Gulliver
Independent director at PVH since November 2024; age 43. Currently Chief Financial Officer and Chief Administrative Officer at Wayfair (CFO/CAO since November 2022; previously Chief People Officer and earlier led Investor Relations). Brings consumer-centric, data-driven operating experience across finance, HR and IR at a scaled e-commerce business; designated by PVH as an “audit committee financial expert.” Attendance in her first partial year on the PVH board was 75% across board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayfair Inc. | Chief Financial Officer & Chief Administrative Officer | Nov 2022–present | Senior finance and admin leadership at global e-commerce retailer |
| Wayfair Inc. | Incoming CFO | May 2022–Nov 2022 | Transition to CFO role |
| Wayfair Inc. | Chief People Officer | May 2016–May 2022 | Led HR during rapid scaling |
| Wayfair Inc. | Investor Relations (prior) | Not disclosed | Managed investor relations team |
External Roles
| Type | Company/Institution | Role | Dates |
|---|---|---|---|
| Public company board | None | — | — |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; all directors independent except CEO |
| Board role | Director since 2024 (effective Nov 2024) |
| Committees | Audit & Risk Management Committee (member; began Aug 2024) |
| Financial expertise | Identified as an “audit committee financial expert” under SEC rules |
| Committee chair roles | None disclosed |
| Attendance | 75% of Board and committee meetings in 2024 (partial-year service) |
| Meeting cadence | Board held 5 meetings in 2024; A&RM held 10; independents meet in executive session at each regular meeting; independent non-executive Chair in place since 2022 |
| Other board service limits | Directors who are Section 16 officers at a public company are limited to their employer’s board plus one other public company; additional seats require PVH approval |
Fixed Compensation (Director)
| Component | Amount/Policy | 2024 Gulliver Paid |
|---|---|---|
| Annual cash retainer (director) | $100,000 cash policy | $40,833 (prorated for partial year) |
| Audit & Risk Management Committee member fee | $20,000 cash policy | $8,167 (prorated) |
| Committee chair premiums | A&RM Chair $45,000; Comp Chair $35,000; NG&MD/CR Chairs $25,000 (cash) | N/A |
| Total 2024 cash | — | $49,000 |
| RSU annual grant (standard) | ~ $180,000 in RSUs, vest at earlier of 1 year or next annual meeting; Non-Exec Chair +$200,000 RSUs | Not eligible in 2024 due to Nov 2024 start; received no 2024 RSUs |
Performance Compensation (Director)
- Directors receive time-vesting RSUs (not performance-vesting); standard grants vest at the earlier of one year after grant or the next annual meeting. Gulliver had no RSU grant in 2024 and no outstanding director RSUs as of Feb 2, 2025 due to her late-2024 start.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Notable interlocks/conflicts | No related-person transactions in 2024 (PVH-wide disclosure) |
Expertise & Qualifications
- Financial, HR, and IR leadership at a scaled e-commerce company; consumer-centric, data-driven operator .
- Audit & Risk Management Committee member and designated audit committee financial expert under SEC rules .
- Skills emphasis across consumer products/services and digital/e-commerce consistent with PVH’s skills matrix framework .
Equity Ownership
| Policy/Status | Detail |
|---|---|
| Director stock ownership guideline | 5x the standard cash retainer; hold 50% of net shares from vesting until guideline met |
| Compliance timing | New directors have 5 years; Gulliver has until calendar year 2029 to meet the guideline |
| Hedging/pledging | Prohibited for directors and officers |
| Outstanding director RSUs (as of 2/2/25) | N/A for Gulliver (no 2024 grant) |
Governance Assessment
-
Strengths
- Independent director with CFO credentials and designated audit committee financial expert; placement on Audit & Risk Management aligns expertise with oversight needs. Supports investor confidence on financial reporting, risk, and cyber oversight given A&RM mandate and cadence.
- PVH prohibits hedging/pledging and maintains robust director ownership guidelines (Gulliver has five years to comply), aligning board incentives with shareholders.
- No related-person transactions disclosed for 2024 reduce conflict-of-interest risk.
- Broader governance context at PVH: independent Chair; regular executive sessions; strong say-on-pay support (98% in 2024).
-
Watch items / RED FLAGS
- Attendance: 75% board/committee attendance in her first partial year is below peers (board-wide attendance typically high). Monitor improvement post-onboarding to ensure full engagement.
- Ownership alignment: As a new director, she has not yet met stock ownership guidelines (has until 2029). Track progress once regular RSU cycles begin.
-
Overall implication: Her finance and digital/e-commerce background and audit financial expert status are positives for control and risk oversight, particularly as PVH advances data-driven operating models. The sole near-term concern is attendance in the first (partial) year; sustained participation would remove this overhang.
Appendix: Board & Committee Reference (context)
| 2024 Meetings | Count |
|---|---|
| Board | 5 |
| Audit & Risk Management | 10 |
| Compensation | 6 |
| Nominating, Governance & Mgmt Dev | 4 |
| Corporate Responsibility | 4 |