Michael Calbert
PVH CORP. /DE/About Michael M. Calbert
Michael M. Calbert (age 62) is an independent director and PVH’s non‑executive Chair since June 2022. He joined PVH’s Board in 2022, brings deep retail/private equity experience as former head of KKR’s global retail industry team (2000–2014), prior CFO of Randall’s Food Markets (1997–1999), and a certified public accountant who began his career at Arthur Andersen (1985–1994). He currently serves as Chairman of Dollar General’s Board (since 2016). Attendance in 2024 was 93% of Board and applicable committee meetings, and the Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR & Co. L.P. | Member; led global retail industry team | 2000–2014 | Led retail coverage; expertise in strategy, capital structure, operations and management evaluation |
| Randall’s Food Markets | Chief Financial Officer | 1997–1999 | Corporate finance and operational finance leadership |
| Arthur Andersen Worldwide | Certified Public Accountant | 1985–1994 | Accounting/audit foundation; CPA |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Dollar General Corporation | Chairman of the Board | 2016–present | Current public company directorship |
| AutoZone, Inc. | Director (former) | 2019–2021 | Prior public board |
| Executive Network Partnering Corp. | Director (former) | 2020–2022 | Prior public board (SPAC) |
Board Governance
- Role: Independent, non‑executive Chair of the Board since June 2022; duties include leading Board and independent executive sessions, CEO performance/compensation review, agenda setting, driving Board refreshment, and investor engagement as appropriate .
- Independence: Board determined all directors except the CEO are independent; Calbert is independent .
- Committees: Compensation Committee member; Nominating, Governance & Management Development (NG&MD) Committee member .
- Attendance and engagement: 93% attendance in 2024; Board held 5 meetings; committees met A&RM (10), Compensation (6), NG&MD (4), Corporate Responsibility (4). Independent directors meet in executive session at the end of each regular meeting .
- Board structure and practices: Independent Chair model; executive sessions at least four times/year; rigorous annual Board/committee/individual evaluations; restrictions on outside board seats (non‑employee directors limited to three other public boards; CEO limited to one) .
- Conflicts/related parties: No related‑person transactions requiring disclosure in 2024. Directors/officers prohibited from hedging and pledging PVH stock .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Member Fees ($) | Committee Chair Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 25,000 (Comp $15k + NG&MD $10k) | 0 | 125,000 |
Director fee policy (for context): Standard cash retainer $100,000; committee member fees: Audit $20,000; Compensation $15,000; NG&MD and Corporate Responsibility $10,000; committee chairs: Audit $45,000; Compensation $35,000; NG&MD and Corporate Responsibility $25,000. Non‑executive Chair receives an additional RSU grant (approx. $200,000 grant‑date value) .
Perquisites: Nominal (employee store discount; business travel accident insurance at no additional cost; optional participation at own cost in group umbrella insurance) .
Performance Compensation (Director Equity)
| Year | Equity Type | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| 2024 | RSUs (standard annual grant) | 180,095 | Earlier of 1 year from grant or next Annual Meeting | Time‑based, settled in shares |
| 2024 | RSUs (additional for Non‑Exec Chair) | Included in total below | Same as above | Non‑Exec Chair receives ~$200k in additional RSUs |
| 2024 | Total Stock Awards (all RSUs) | 380,114 | As above | Reflects standard + Chair RSUs |
Outstanding director RSUs (2/2/2025): 8,013; of these, 4,617 shares’ settlement deferred per his election. A separate ownership table notes 8,013 time‑vested RSUs with deferred vesting/receipt for Calbert, reflecting deferral elections mechanics reported in different sections .
Notes on performance metrics: PVH directors receive time‑based RSUs; no performance metrics apply to director equity. Executive incentive metrics (context for governance oversight) are EBIT and Revenue for annual bonuses; PSUs use three‑year ROIC and relative TSR against a custom peer group—design unchanged in 2024 .
Other Directorships & Interlocks
| Company | Relationship to PVH | Interlock/Conflict Considerations |
|---|---|---|
| Dollar General (Chair) | Customer relationships not disclosed; PVH reported no related‑person transactions in 2024 | No Compensation Committee interlocks disclosed; no related‑party transactions disclosed |
| AutoZone (former), ENPC (former) | None disclosed | Prior service only |
Expertise & Qualifications
- Core expertise: Corporate finance, strategic planning, capital structure, and retail operations from leading KKR’s global retail team; accounting/audit background (CPA) .
- Board leadership: Extensive Chair experience; selected as PVH’s independent Chair to strengthen oversight and allow CEO focus on PVH+ Plan execution .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Composition/Notes |
|---|---|---|---|
| Michael M. Calbert | 80,175 | <1% | Includes an aggregate of 65,700 shares in family trusts (42,000 for Mr. Calbert and spouse; 7,900 for each of three children) |
| Unvested/Deferred Director RSUs | 8,013 outstanding; 4,617 deferred settlement | n/a | Separate ownership table lists 8,013 director RSUs with deferred vesting/receipt per election |
Stock ownership guidelines and alignment:
- Directors must hold PVH shares valued at 5× the standard annual cash retainer; new directors have five years to comply. All non‑employee directors other than three recent additions are in compliance—Calbert is in compliance .
- Hedging and pledging PVH stock is prohibited for directors and officers, mitigating misalignment risks .
Shares pledged as collateral: None disclosed; pledging prohibited by policy .
Governance Assessment
- Strengths
- Independent, non‑executive Chair with deep retail and capital allocation experience; clear Chair responsibilities that enhance oversight and CEO accountability .
- Strong independence posture; all standing committees comprised of independent directors; rigorous evaluation and refreshment processes .
- Director compensation structure balanced between cash and equity with holding/ownership requirements; nominal perquisites; prohibition on hedging/pledging .
- No related‑party transactions and no compensation committee interlocks disclosed for 2024, reducing conflict risk .
- Watch items
- Attendance at 93% is acceptable but below 100%; overall Board and committee cadence is robust (5 Board; key committees 4–10 meetings). Continued monitoring of attendance trends advisable .
- Shareholder alignment signals
- Director ownership guideline compliance; time‑based RSUs with near‑term vesting cadence; oversight of executive pay metrics tied to EBIT/Revenue (annual) and ROIC/relative TSR (long‑term); strong say‑on‑pay support (98% in 2024) .
Director Compensation (Policy Snapshot)
| Component | Amount/Policy Detail |
|---|---|
| Annual cash retainer | $100,000 (non‑employee directors) |
| Equity grant (RSUs) | ~$180,000 grant‑date value; vests at 1 year/next AGM |
| Non‑Exec Chair additional equity | Additional RSUs of ~$200,000 value |
| Committee fees (members) | Audit $20,000; Compensation $15,000; NG&MD $10,000; Corporate Responsibility $10,000 |
| Committee chair fees | Audit $45,000; Compensation $35,000; NG&MD $25,000; Corporate Responsibility $25,000 |
| Ownership guideline | 5× cash retainer; 5 years to comply; Calbert compliant |
Governance Details Relevant to Investors
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; Chair leads these sessions, reinforcing independent oversight .
- Stockholder engagement: Board/management engaged with >90% of top 15 active holders in 2024; Compensation Committee members typically attend the AGM and are available for Q&A .
- Clawback policy: Incentive compensation for executives subject to clawback for restatements or material policy breaches (signals strong risk controls overseen by Board committees) .
RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or compensation interlocks. Attendance below 100% is not uncommon but should be monitored for trend deterioration .