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Henry Nasella
has significant management experience, gained in senior executive positions in publicly traded retail companies, including Staples and Star Markets, and as a partner in private equity firms. In addition, Mr. Nasella has extensive experience serving on boards of directors and board committees, including retail companies such as Staples, Denny’s and Au Bon Pain.
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Edward R. Rosenfeld
brings over 19 years of experience focused on the retail, apparel and footwear industries. He has been part of the executive management team of Steven Madden since 2005, serving in finance and strategic planning roles before becoming Chief Executive Officer. Prior to joining Steven Madden, he was an investment banker in a mergers and acquisitions practice focused on the retail and apparel industries.
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Craig Rydin
has significant management and leadership experience, which he gained over 30 years in various executive positions in the consumer products and retail industry, including at companies like Yankee Candle, Campbell Soup, Godiva Chocolatier and Pepperidge Farm. In addition, Mr. Rydin has extensive experience serving on the audit and compensation committees of several public and private company boards of directors, including The Priceline Group, Fitness Connection and Au Bon Pain.
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Amanda Sourry
acquired significant global marketing and business experience working at Unilever, a leading consumer products business, over the last 30 years. She has held roles in the U.S. and throughout Europe and served in global product positions.
Diversity
Although the Nominating, Governance & Management Development Committee does not have a specific policy with regard to the consideration of diversity in identifying director nominees, the Committee does consider the diversity of its members and potential candidates in selecting new directors. This process takes into account the diversity of business and financial talents, skills, abilities and experiences, including experience in markets outside the United States, as well as the race, ethnicity and gender of qualified candidates. We are proud of the diversity of backgrounds that characterize our current Board of Directors, including that one-third of our directors are women, and believe that the diversity that exists on the Board provides significant benefits to us.
Meetings
Our Corporate Governance Guidelines provide that each member of the Board of Directors is expected to use reasonable efforts to attend, in person, or by telephone or video conference, all meetings of the Board and of any committees of which they are a member, as well as the annual meeting of stockholders. We expect all directors to attend the Annual Meeting of Stockholders. All but one of the directors who were on the Board at the time of our 2016 Annual Meeting of Stockholders attended the meeting.
Each Board meeting is comprised of a mix of corporate governance matters (
e.g.
, approval of minutes and dividends, Committee reports; and review of Board and Committee charters, Board policies and SEC filings); standing agenda items (
e.g.
, business and financial updates; budget review and approval; corporate strategy and strategic opportunities/alternatives, capital structure, and updates on enterprise risk management, corporate responsibility and other programs); and topical issues (
e.g.
, competitive and industry developments, advertising and marketing campaigns, regulatory updates, capital programs (
e.g.
, systems and platforms), and initiatives such as speed-to-market, Africa sourcing and organizational restructurings) and transaction discussions and approvals (
e.g.
, financings, acquisitions and joint ventures). Presentations are made by our corporate officers, senior executives (or members of their team), and outside advisors and consultants. One of these meetings is a multi-day offsite meeting at which strategy, opportunities, business strengths and weaknesses, and competitive threats, among other things, are considered and discussed at length.
Each meeting begins in an executive session of all of the directors (along with the Corporate Secretary). The purposes of this session include an overview of the agenda by the Chief Executive Officer, a preview of some of the key issues confronting management within agenda topics, possible lines of questioning for the directors and the opportunity for the CEO and outside directors to discuss various issues with each other that they do not want to discuss with the rest of management present. On occasion, other members of management will be invited to participate with respect to discreet items.
Our non-management directors (all of whom are independent) meet at the end of each regular meeting (and other times) in executive sessions without management or the management director to discuss Board presentations, management performance and the performance of our Chief Executive Officer. Mr. Nasella, our presiding director, presides at the executive sessions of the non-management directors. Mr. Nasella meets with our Chief Executive Officer at least annually to discuss the Board’s feedback on the Chief Executive Officer’s performance and areas for improvement.
There were six meetings of the Board of Directors during 2016. All of the directors who were on the Board in 2016 attended at least 75% of the aggregate number of meetings of the Board and the Committees of the Board on which they served, or, in the case of Ms. Sourry, who was not a director for the entire year, 75% of the meetings held during the period in which she served as a director.
Committees
The Board of Directors has standing Audit & Risk Management; Compensation; Nominating, Governance & Management Development; and Corporate Responsibility Committees. Each committee has a written charter adopted by the Board of Directors that is available free of charge on our website,
www.pvh.com
.