Mark Fischer
PVH CORP. /DE/About Mark Fischer
Executive Vice President, General Counsel and Secretary of PVH; age 63. Joined PVH in 1999 as Vice President, promoted to Senior Vice President in 2007 and Executive Vice President in 2013, serving as corporate officer and signatory on SEC filings . Company performance context during his recent tenure: FY2024 revenue $8,653 million and non-GAAP EBIT $865 million; PVH TSR value 103.49 vs. peer index 84.99 for 2024, with net income $598.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PVH Corp. | Vice President, General Counsel & Secretary | 1999–2007 | Corporate legal and secretary duties; officer signatory on SEC filings |
| PVH Corp. | Senior Vice President, General Counsel & Secretary | 2007–2013 | Expanded leadership of legal and governance |
| PVH Corp. | Executive Vice President, General Counsel & Secretary | 2013–Present | Executive officer; SEC filing signatory |
External Roles
No public company board roles or external directorships disclosed in PVH filings reviewed .
Fixed Compensation
Multi-year cash compensation context (latest year with Fischer as NEO is 2022):
| Metric | 2021 | 2022 |
|---|---|---|
| Base Salary ($) | $675,000 | $700,000 |
| Salary Paid ($) | — | $695,908 |
| Target Bonus (% of Base) | — | 50% |
| Actual Bonus Paid ($) | — | $296,030 |
| Actual Bonus (% of Base) | — | 42.29% |
| All Other Compensation ($) | — | $64,062 |
| Total Compensation ($) | — | $1,556,284 |
Performance Compensation
Annual Incentive (Performance Incentive Bonus Plan – 2022)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate EBIT (PVH consolidated) | 100% | 50% of base salary | Achieved | $296,030 (42.29% of base) | Cash; earned for FY2022 |
Performance measure design: corporate EBIT with threshold/target/maximum ranges widened to reflect volatility; payout opportunities for Fischer set at 25%/50%/125% of base salary .
Equity Awards (Time-based)
| Award Type | Grant Date | Shares/Options | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs | 4/6/2022 | 6,996 | $500,284 | 25% on each of the first four anniversaries of grant (4/6/2023, 4/6/2024, 4/6/2025, 4/6/2026) | Time-based; no performance metric |
| Stock Options | — | None | — | — | No option grant in 2022 for Fischer |
| PSUs | — | None disclosed | — | — | Not shown in his 2022 grants; PSU tables list NEOs excluding Fischer |
Plan provisions for equity under termination/change-of-control (program-wide): RSUs are double-trigger upon change in control if assumed; accelerate for death/disability; forfeited on voluntary termination/termination for cause; retirement generally vests in full except for grants in year of retirement . PSU awards (not applicable to Fischer’s 2022 grants) follow double-trigger rules and pro-ration where applicable . Stock options (not applicable to Fischer in 2022) accelerate under specified events with defined post-termination exercise windows .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 2023 record date) | 25,341 shares; less than 1% of class |
| Vested vs. unvested | Not itemized for Fischer in 2023/2024/2025 tables; RSU vesting policy as above |
| Options (exercisable/unexercisable) | No 2022 options; no options listed for Fischer in outstanding equity tables |
| Pledging/Hedging | Directors and officers are prohibited from hedging and pledging PVH stock |
| Ownership guidelines | Executive officers/ELT must hold 2× base salary value (increased from 1.5× in 2025); 5-year compliance window; must hold 50% of after-tax shares until in compliance |
| Compliance status | Not disclosed (individual compliance reporting not provided) |
Employment Terms
| Provision | Term |
|---|---|
| Role & tenure | EVP, General Counsel & Secretary; with PVH since 1999 |
| Severance (ordinary) | 2× base salary + target bonus |
| Severance (change-in-control) | 2× base salary + target bonus; equity awards are double-trigger if assumed by acquirer |
| Welfare benefits continuation | Two years of medical/dental/life/disability with termination without cause/for good reason (program example amounts tabulated for NEOs) |
| Potential payments (illustrative values from 2023 proxy scenario) | Severance $2,100,000; welfare benefits $69,266; RSU value upon death/disability $1,711,576; totals shown by scenario in proxy |
| Clawback | Incentive compensation subject to PVH Clawback Policy |
| Tax gross-ups | CIC severance subject to 280G/4999 cutback; no gross-up described |
| Non-compete / non-solicit | Executive-specific terms not disclosed for Fischer in public filings reviewed; PVH agreements generally include restrictive covenants (examples shown for other execs) |
Performance & Track Record
| Measure | 2023 | 2024 |
|---|---|---|
| Revenue ($ millions) | $9,218 | $8,653 |
| Non-GAAP EBIT ($ millions) | $931 | $865 |
| Net income ($ millions) | $663.6 | $598.5 |
| PVH TSR (value of $100) | 140.02 | 103.49 |
| Peer TSR (value of $100) | 78.65 | 84.99 |
Program design signals:
- Annual bonus metrics: EBIT (and revenue growth retained program-wide in 2024), aligned to budget and Board-approved plans .
- Long-term PSUs: Relative TSR and ROIC at 50%/50% weighting for 2024 cycle; target performance requires above-median TSR (55th percentile) and ROIC targets .
Governance, Peer Benchmarking, and Shareholder Feedback
- Severance structure for U.S.-based executives (including Fischer) assessed as “market” by ClearBridge; 2× base + target bonus standard across NEOs .
- Say-on-pay support strong: 2025 advisory vote approved (For 41,339,242; Against 1,388,259; Abstain 66,828; 2,431,884 broker non-votes) ; 2024 vote had over 98% approval as noted in proxy summary .
- Equity plan restrictions: double-trigger vesting on CIC, no dividend equivalents on unvested awards, subject to clawbacks .
Investment Implications
- Pay-for-performance alignment: Fischer’s 2022 bonus tied 100% to corporate EBIT with disciplined payout ranges; however his 2022 equity was exclusively time-based RSUs, with no options or PSUs, lowering direct performance sensitivity in his personal compensation mix for that year .
- Retention and selling pressure: Four-year RSU vesting cadence (annual tranches) supports retention; hedging/pledging prohibitions and ownership guidelines (2× salary for ELT with 5-year window and 50% holdback) constrain short-term selling, reducing misalignment risk .
- Change-in-control economics: 2× cash severance plus double-trigger equity treatment and 280G cutback (no gross-ups) is shareholder-favorable compared to historical gross-up practices, moderating parachute risk .
- Alignment via ownership: 25,341 shares beneficially owned as of 2023 (less than 1% of shares) indicates moderate personal exposure; absence of pledging allowed under policy reduces red-flag risk .
- Governance signal: Consistently strong say-on-pay results and rigorous compensation design (EBIT/ROIC/TSR) support management confidence and investor alignment in PVH’s program, including coverage of legal leadership within the executive team .