An upswing in PVH Corp. chief executive officer Emanuel Chirico’s stock awards helped neutralize a decline in his cash take last year as his total compensation increased by nearly half, to more than $18 million.
The numbers on Chirico’s pay were included in PVH’s definitive proxy, which also revealed that Helen McCluskey, the former ceo of The Warnaco Group Inc. and a PVH director since the sale of Warnaco to PVH in early 2013, wouldn’t stand for reelection to the board at the company’s annual meeting next month.
Dominated by $11.3 million in stock awards, Chirico’s total 2013 compensation rose 48.5 percent to $18.4 million from $12.4 million in 2012. However, the cash portion of his pay declined 21.3 percent, to $4.1 million from $5.2 million, as his cash bonus — listed as nonequity incentive plan compensation — fell 31 percent to $2.5 million from $3.6 million in the prior year. Chirico, chairman and ceo of PVH, saw his salary rise 2.5 percent to $1.35 million from $1.32 million while other compensation dropped 1.4 percent to just under $189,000.
The $11.3 million in stock awards represented nearly triple the $4 million granted in 2012, and his option awards rose slightly more than a third to $2.5 million from $1.9 million in the prior year. Because of vesting schedules and fluctuating stock prices, stock and option awards aren’t necessarily realized by the executive to whom they are attributed but are required by the Securities and Exchange Commission to be included in proxies’ compensation tables at fair market value for the date on which they are granted.
On the basis of generally accepted accounting principles, PVH’s net income last year fell two-thirds to $143.5 million while revenues rose 35.5 percent to $8.19 billion. Both the decline in earnings and increase in revenues were closely tied to the Warnaco acquisition, which has proven more time-consuming and expensive than originally expected. PVH’s full-year adjusted earnings of $7.12 a share were above the $6.95 target level established by the compensation committee of the firm’s board but below the $7.65 that would have earned Chirico the maximum bonus of three times his salary.
According to the proxy, Chirico’s total compensation also included nearly $480,000 for change in pension value and nonqualified deferred compensation earnings, an actuarial listing that isn’t realized in cash. Chirico recorded nearly $1.4 million in that column for 2012.
New York-based PVH in January expanded its board to 14 members with the additions of Edward Rosenfeld, ceo of Steven Madden, and Brent Callinicos, chief financial officer of Uber Technologies. The proxy said that both will stand for election to the board at the annual meeting next month but McCluskey and Margaret Jenkins, former chief marketing officer of Denny’s Corp., weren’t nominated for reelection as directors. PVH confirmed the board would return to its former size of 12 members. Chirico and Fred Gehring, ceo of Tommy Hilfiger and PVH International, are the only non-independent directors on the board.
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