Penny McIntyre
About G. Penny McIntyre
Independent director of PVH since 2015, age 63. She chairs the Corporate Responsibility Committee and posted 100% attendance across Board and committee meetings in 2024. McIntyre brings global consumer packaged goods leadership from Coca‑Cola, Newell Brands, and a CEO stint at Sunrise Senior Living, with deep experience in brand building, consumer insights, and digital commerce. She is an independent director under NYSE standards, and PVH states no material relationships or related-person transactions for 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunrise Senior Living, LLC | Chief Executive Officer | Nov 2013 – May 2014 | Operating executive experience in services with stakeholder oversight |
| Newell Brands | President, Consumer Group | 2011 – 2012 | Led multi-brand consumer businesses and commercial execution |
| Newell Brands | Group President, Office Products Group | 2009 – 2012 | Ran global business unit with P&L accountability |
| The Coca‑Cola Company | SVP & GM, Functional Beverages; prior marketing roles incl. Group Marketing Director EMEA | Not specified | Global brand building, category management, and international marketing leadership |
External Roles
| Type | Organization | Role | Status |
|---|---|---|---|
| Public company board | — | — | None (no current public company boards) |
Board Governance
- Current PVH committees: Corporate Responsibility Committee Chair; committee held 4 meetings in 2024. She is not listed on Audit, Compensation, or Nominating committees.
- Independence: All directors are independent except the CEO. PVH reports no material relationships or related-party transactions for directors in 2024.
- Attendance: 100% Board & committee attendance; Board met 5 times in 2024; Corporate Responsibility met 4 times. All 2024 director nominees attended the 2024 Annual Meeting.
- Board leadership: Independent, non-executive Chair (Michael M. Calbert) since 2022; independent director executive sessions each meeting.
- Restrictions on other boards: Policy limits outside board service to manage workload; prior approval required to join another board.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount/Description |
|---|---|
| Annual retainer (cash) | $100,000 |
| Committee chair fee | $25,000 (Corporate Responsibility Chair) |
| Committee member fees | $0 (not listed as member on other committees) |
| Total cash fees | $125,000 |
| Annual equity grant (RSUs) | $180,095 grant-date fair value; closing price $111.93 used for RSU count; grants made in June 2024; vest on the earlier of one year or the next Annual Meeting |
| 2024 total (cash + equity) | $305,095 |
Notes:
- Director compensation is delivered as cash retainers plus time-vesting RSUs; no meeting fees disclosed.
Performance Compensation
- No performance-based elements are used for director pay. Annual RSUs are time-vesting and settle in shares; dividend equivalents are not paid on unearned performance awards per plan design updates (applies broadly; directors receive time-vested RSUs).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Compensation Committee interlocks | PVH discloses no interlocks involving Compensation Committee members for 2024 (McIntyre is not on the committee) |
Expertise & Qualifications
- General management across multiple geographies and channels; leadership of sales, marketing, and operations (Coca‑Cola, Newell, SC Johnson Wax referenced in expertise summary).
- Consumer insights, brand building, and digital commerce experience aligned to PVH+ Plan priorities.
- As CR Committee Chair, provides oversight of corporate responsibility, inclusion, PVH University, PVH Foundation, and health & safety.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 19,000 shares; less than 1% of outstanding |
| Outstanding RSUs (as of Feb 2, 2025) | 18,000 RSUs outstanding; settlement of 16,391 deferred per director election |
| Director ownership guideline | 5x standard annual cash retainer ($500,000 equivalent); hold 50% of net shares from vesting until compliant. All non-employee directors other than Andersen, Bhalla, and Gulliver are in compliance (implies McIntyre is compliant) |
| Hedging/pledging | Prohibited for directors and officers |
Governance Assessment
-
Strengths
- Independent, 10-year tenure with 100% attendance and active leadership as Chair of the Corporate Responsibility Committee—signals high engagement and governance credibility.
- Pay structure emphasizes equity via RSUs with a clear vesting and ownership policy; she is in compliance with robust 5x retainer ownership guidelines and has elected to defer settlement on a large portion of RSUs—both are positive alignment signals.
- No related-party transactions in 2024; hedging/pledging prohibited—low conflict risk.
- No other public company boards—reduces interlock/conflict risk and indicates focused time commitment to PVH.
-
Watch items
- Director equity is time-vested (no performance conditions); alignment rests on ownership guidelines and share price exposure rather than explicit performance hurdles for directors.
- Corporate-level Say-on-Pay support was strong (>98% in 2024), indicating investor confidence broadly, but continued monitoring of CR Committee oversight outcomes (e.g., sustainability targets and disclosures) is advisable as expectations rise.
-
RED FLAGS
- None identified in filings: no attendance gaps, no related-party transactions, no hedging/pledging, and no disclosed share pledges.