PVH CORP. /DE/ : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Chief Financial Officer

PVH Corp. (the “Company”) announced on February 9, 2022 that it had entered into
an employment agreement dated as of February 7, 2022 pursuant to which Zac
Coughlin
has been appointed to the position of Executive Vice President, Chief
Financial Officer, effective as of April 4, 2022, or such later date that Mr.
Coughlin
commences employment with the Company as mutually agreed to by Mr.
Coughlin
and the Company (the “Effective Date”) (the “Coughlin Agreement”). In
his capacity as Chief Financial Officer, Mr. Coughlin replaces James Holmes, who
has served as the Company’s Interim Chief Financial Officer (principal financial
officer) since September 2021. Mr. Holmes will continue his role as the
Company’s Executive Vice President and Controller (principal accounting
officer). Mr. Coughlin, age 46, currently serves as Group Chief Financial Officer and
Chief Operating Officer of The DFS Group (“DFS”), a subsidiary of LVMH Group,
where he was Acting Head of Global Digital from January 2019 to October 2021.
Prior to joining DFS, he was the Chief Financial Officer of Converse, Inc., a
subsidiary of Nike, Inc., from April 2015 to March 2018. Mr. Coughlin held
various leadership positions at Ford Motor Company (“Ford”), serving as Chief
Financial Officer, Ford Sollers from 2014 to 2015; Chief Financial Officer and a
director of Ford Lio Ho from 2012 to 2014; and Interim CEO of Mazda Taiwan from
2013 to 2014. Mr. Coughlin had several roles earlier in his career at Ford with
responsibility for marketing sales and services, product development,
manufacturing and supply chain, finance management, investment analysis, and
internal control.

There are no arrangements or understandings between Mr. Coughlin and any other
person pursuant to which he was selected to be an officer of the Company, other
than the Coughlin Agreement. Mr. Coughlin does not have any family relationship
with any director or other executive officer of the Company or any person
nominated or chosen by the Company to become a director or executive officer,
and there are no transactions in which Mr. Coughlin has an interest requiring
disclosure under Item 404(a) of Regulation S-K.

The disclosure in Item 5.02(e) regarding the Coughlin Agreement is incorporated
by reference into this Item 5.02(c).
(e) Entry into the Coughlin Agreement
The following is a description of the terms and conditions of the Coughlin
Agreement.
The Coughlin Agreement provides that Mr. Coughlin will serve as the Executive
Vice President and Chief Financial Officer of the Company.
Mr. Coughlin's initial base salary will be $850,000 per annum. The base salary
will be subject to annual review and upward adjustment in the discretion of the
Company's Board of Directors. Mr. Coughlin also will be eligible to participate
in the Company's bonus and stock plans and other incentive compensation programs
for similarly situated executives of the Company.
Mr. Coughlin will receive an award for the Company's 2022 fiscal year under the
Company's Performance Incentive Bonus Plan with a threshold bonus opportunity
equal to 50% of his base salary, a target bonus opportunity equal to 100% of his
base salary and a maximum bonus opportunity equal to 200% of his base salary,
prorated for the number of days during the fiscal year that Mr. Coughlin was
employed by the Company.
Mr. Coughlin will be granted equity awards in respect of the Company's 2022
fiscal year consisting of:

——————————————————————————–

•performance stock units ("PSUs") under the Company's Stock Incentive Plan, as
amended (the "Stock Incentive Plan"), with a value at threshold level
performance of approximately $300,000, a value at target level performance of
approximately $600,000 and a value at maximum level performance of approximately
$1,200,000, which will vest based on the Company's performance against the same
measures and on the same weighted basis as the annual PSU awards to be granted
in 2022 to similarly situated executives;
•non-qualified stock options with a value on the grant date of approximately
$750,000; and
•restricted stock units ("RSUs") with a value on the grant date of approximately
$750,000.
The stock option and RSU awards will vest at a rate of 25% on each of the first
four anniversaries of the grant date. All the foregoing grants will be made in
accordance with the Company's policies and procedures applicable to the type of
award.
Mr. Coughlin also will be granted a deferred cash award in an aggregate amount
of $200,000 (the "Make-Whole Cash Award"). The Make-Whole Cash Award will vest
on December 31, 2023, and will be paid to the Executive as soon as practicable
(but in no event later than 30 days) thereafter. If Mr. Coughlin voluntarily
terminates his employment without good reason (as defined in the Coughlin
Agreement) on or prior to December 31, 2024, he will be required to repay to the
Company the full amount of the Make-Whole Cash Award. Additionally, Mr. Coughlin
will be granted a one-time award of RSUs equal to the sum of (i) 532 RSUs plus
(ii) the number of RSUs with a grant date value of approximately $750,000 (such
total grant, the "Make-Whole RSU Award"). The Make-Whole RSU Award will vest at
a rate of 50% on each of the first two anniversaries of the grant date.
Mr. Coughlin will be eligible to participate in all employee benefit and
insurance plans sponsored or maintained by the Company for similarly situated
executives of the Company. Mr. Coughlin will be eligible to receive the
Company's standard executive-level relocation benefits, subject to the terms and
conditions of the Company's relocation policy. In addition, Mr. Coughlin will be
entitled to reimbursement of reasonable expenses incurred or paid by Mr.
Coughlin in the performance of his duties.
The Coughlin Agreement sets forth Mr. Coughlin's rights to severance upon
termination of employment. Mr. Coughlin will be entitled to severance only if
his employment is terminated by the Company without "cause" or if he terminates
his employment for "good reason," each as defined in the Coughlin Agreement.
In the event of a termination of employment without cause or for good reason
(other than during the two-year period after a "change in control" (as defined
in the Coughlin Agreement)), Mr. Coughlin will be entitled, subject to executing
a release of claims in the Company's favor, to an aggregate amount equal to two
times the sum of (i) his base salary plus (ii) an amount equal to the bonus that
would be payable if "target" level performance were achieved under the Company's
annual bonus plan (if any) in respect of the fiscal year during which the
termination occurs (or the prior fiscal year, if bonus levels have not yet been
established for the year of termination). This amount will be paid in accordance
with the Company's payroll schedule in 48 semi-monthly substantially equal
installments. The Coughlin Agreement provides that during the two-year period
following Mr. Coughlin's termination of employment without cause or for good
reason (other than during the two-year period after a change in control),
medical, dental, and life insurance coverage will be continued for Mr. Coughlin
(and his family, to the extent participating prior to termination of
employment), subject to Mr. Coughlin executing a release of claims in the
Company's favor and subject to cessation if he obtains replacement coverage from
another employer (although there is no duty to seek employment or mitigate
damages). Mr. Coughlin will be required to pay the active employee contribution,
if any, for such coverage.
Mr. Coughlin also will be entitled, subject to executing a release of claims in
the Company's favor, to severance upon the termination of his employment by the
Company without cause or by him for good reason within two years after a change
in control. In either such case, he will receive an aggregate amount equal to
two times the sum of (i) his base salary plus (ii) an amount equal to the bonus
that would be

——————————————————————————–

payable if "target" level performance were achieved under the Company's annual
bonus plan (if any) in respect of the fiscal year during which the termination
occurs (or the prior fiscal year, if bonus levels have not yet been established
for the year of termination). This amount will be paid in a lump sum, if the
change in control constitutes a "change in the ownership" or a "change in the
effective control" of the Company or a "change in the ownership of a substantial
portion of a corporation's assets" (each within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (the "Code")). The amount will be
paid in 48 substantially equal payments if the change in control does not
constitute a "change in the ownership" or a "change in the effective control" of
the Company or a "change in the ownership of a substantial portion of a
corporation's assets" under Section 409A of the Code. The Coughlin Agreement
provides that during the two-year period following Mr. Coughlin's termination of
employment without cause or for good reason within two years after a change in
control, medical, dental, life and disability insurance coverages will be
continued for Mr. Coughlin (and his family, to the extent participating prior to
termination of employment), subject to Mr. Coughlin executing a release of
claims in the Company's favor and subject to cessation if he obtains replacement
coverage from another employer (although there is no duty to seek employment or
mitigate damages). Mr. Coughlin will be required to pay the active employee
contribution, if any, for such coverage.
In the event of a termination of employment without cause or for good reason
within two years after a change in control, with respect to each of Mr.
Coughlin's Make-Whole Cash Award and Make-Whole RSU Award, in each case to the
extent then-outstanding, will become fully vested as of Mr. Coughlin's date of
termination and payouts thereof will be made within 30 days of the termination
of employment.
The Coughlin Agreement provides that if Mr. Coughlin's receipt of the severance
described above would subject him to the excise tax on excess parachute payments
under Section 4999 of the Code, his severance would be reduced by the amount
required to avoid the excise tax if such a reduction would give Mr. Coughlin a
better after-tax result than if he had received the full severance amount.
The Coughlin Agreement also includes certain restrictive covenants in favor of
the Company. The covenants include prohibitions during and following employment
against Mr. Coughlin's use of confidential information, soliciting Company
employees for employment by himself or anyone else, interfering with the
Company's business relationships, and competing against the Company by accepting
employment or being otherwise affiliated with a direct competitor of the
Company's primary businesses or products as of the date of termination.
This summary of the Coughlin Agreement does not purport to be complete and is
subject to and qualified in its entirety by reference to the full text of the
Coughlin Agreement attached to this Current Report on Form 8-K as Exhibit 10.1,
which is incorporated herein by reference.
Item 8.01. Other Events.

On February 9, 2022, the Company issued a press release announcing that Mr.
Coughlin
has been appointed to the role of Executive Vice President, Chief
Financial Officer, effective as of the Effective Date.

The full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.

——————————————————————————–


Item 9.01. Financial Statements And Exhibits.
(d) Exhibits.
Exhibit No.      Description of Exhibit
                   Employment Agreement, dated as of February 7, 2022, between PVH Corp. and Zac
10.1             Coughlin.
99.1               Press Release issued by PVH Corp. on February 9, 2022.
104              Cover Page Interactive Data File (embedded within the Inline XBRL document)



——————————————————————————–

© Edgar Online, source Glimpses

https://www.marketscreener.com/quote/stock/PVH-CORP-11900102/news/PVH-CORP-DE-Change-in-Directors-or-Principal-Officers-Financial-Statements-and-Exhibits-form-37832542/

Next Post

What is Business Intelligence Software? Top BI Tools of 2022

Thu Feb 10 , 2022
Business intelligence software is a collection of analytics tools used to acquire insights The rise of social media has permanently altered marketing. Businesses today spend 5% to 12% of their total sales on marketing, with B2Cs investing more than B2Bs. The process of obtaining actionable insights from the data to […]