CORPORATE GOVERNANCE AT VF
Related Party Transactions
Since the beginning of VF’s last fiscal year, no financial transactions, arrangements, relationships, or any series of them, were disclosed or proposed through VF’s processes for advance review, approval or ratification of transactions with related persons in which (i) VF was or is to be a participant, (ii) the amount involved exceeded $120,000, and (iii) any related person had or will have a direct or indirect material interest. A related person means any person who was a director, nominee for director, executive officer or 5% owner of VF Common Stock, or an immediate family member of any such person. PNC Bank, N.A., which is one of three co-trustees under the Barbey Family Trust accounts (see footnote 4 to the “Common Stock Beneficial Ownership of Certain Beneficial Owners” table below), is one of several lenders party to VF’s revolving credit facility and delayed draw term loan. The credit facility and delayed draw term loan were entered in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and did not involve more than the normal risk of collectability or present other unfavorable features.
The VF Code of Business Conduct prohibits any associate, including officers and directors, of VF from owning any interest in (excluding publicly traded securities) or having any personal contract or agreement of any nature with suppliers, contractors, customers or others doing business with VF that might tend to influence a decision with respect to the business of VF. Each of the Chief Executive Officer and senior financial officers must disclose to the General Counsel any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest, and the General Counsel must notify the Governance and Corporate Responsibility Committee of any such disclosure. Conflicts of interest involving the General Counsel must be disclosed to the Chief Executive Officer, and the Chief Executive Officer must notify the Governance and Corporate Responsibility Committee of any such disclosure.
In addition, all directors are required to notify the General Counsel of any proposed transaction greater than $120,000 in value between them (or their immediate family members) and VF. The General Counsel presents such proposed transactions for prior review by the Audit Committee.
Board of Directors
Thirteen of VF’s current directors are non-employee directors. Under the NYSE Corporate Governance Rules, no director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). To assist it in making determinations of independence, the Board has adopted categorical standards that are part of the Corporate Governance Principles available on VF’s website (www.vfc.com). In evaluating the independence of directors, the Board considered transactions and relationships between each director and members of his or her immediate family. When considering commercial transactions that are made from time to time in the ordinary course of business between VF and certain entities affiliated with non-management directors, transactions are not considered to be a material transaction that would impair the independence of the relevant non-management director if the director is an executive officer or employee of another company that does business with VF in an amount which, in any single fiscal year for the past three fiscal years, is less than the greater of $1 million or 2% of such other company’s consolidated gross revenues.
The Board determined that twelve of VF’s thirteen nominees for director are free of any material relationship with VF, other than their service as directors, and are “independent” directors both under the Listing Standards of the NYSE and the categorical standards adopted by the Board. The Board determined that Mses. Chugg, Grossman, Lang, and Roberts and Messrs. Carucci, Cho, Edwards, Hoplamazian, McMullen, Otis, Shattock, and Tanner are independent directors, and that Mr. Darrell is not an independent director. The Board, in making its determination as to Mr. Cho’s independence, considered that he is President, Personal Systems of HP Inc., which is a vendor (through resellers) to VF Corporation in the ordinary course of business. The Board, in making its determination as to Mr. Hoplamazian’s independence, considered that he is President, Chief Executive Officer and a director of Hyatt Hotels Corporation, which is a vendor to VF Corporation in the ordinary course of business. The Board, in making its determination as to Mr. McMullen’s independence, considered that he is Chair and Chief Executive Officer of The Kroger Co. which transacts business with VF in the ordinary course of business. The Board, in making its determination as to Ms. Chugg’s and Mr. Otis’s independence, considered that Ms. Chugg and Mr. Otis serve as two of the three Trustees under the Barbey Family Trust accounts (collectively, the “Trusts”).
Because all decisions of the Trustees require a majority vote, and thus none of the three Trustees individually controls the decision-making of the Trustees, the Trustees are not considered to separately beneficially own the VF Common Stock held by the Trusts (the “Trust Shares”). As a result, and after considering all other relevant factors related to their roles as Trustees, the Board
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| VF Corporation 2024 Proxy Statement |
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23 |
EXECUTIVE COMPENSATION
FISCAL 2024 MANAGEMENT TRANSITIONS AND RELATED FISCAL 2024 COMPENSATION DECISIONS
The following information relates to key management transitions that occurred in fiscal 2024 and related compensation decisions, as well as VF’s fiscal 2024 compensation program as applicable to the NEOs.
Mr. Darrell’s Appointment to President and Chief Executive Officer
On June 20, 2023, we announced that Mr. Darrell was appointed President and CEO. Mr. Darrell succeeded Mr. Dorer effective July 17, 2023 (the “Appointment Date”). In consideration for his employment with VF, Mr. Darrell received an annual base salary of $1,300,000, a target annual bonus opportunity of 175% of his annual base salary, pro-rated as of the Appointment Date and an annual long-term incentive plan award with a target value of $9,000,000. In respect of certain compensation that Mr. Darrell forfeited from his prior employer, he received equity awards with an aggregate grant date fair value of $3,000,000, 50% in the form of time-vesting restricted stock units (“RSUs”) and 50% in the form of stock options, with each award vesting 50% on the first anniversary of the Appointment Date and 50% on the second anniversary of the Appointment Date, subject to his continued employment through the applicable vesting date, subject to certain other terms and conditions. Mr. Darrell’s compensation for fiscal 2024 is reflected in the Summary Compensation Table.
Mr. Hyder’s Appointment to Executive Vice President and Chief People Officer
Mr. Hyder’s appointment as Executive Vice President and Chief People Officer was effective September 5, 2023. Mr. Hyder’s compensation package includes an annual base salary of $700,000, a target annual bonus opportunity of 100% of his annual base salary, pro-rated as of his employment start date, and an annual long-term incentive plan award with a target value of $2,000,000, pro-rated as of his employment start date. Mr. Hyder also received time-vesting RSUs with a grant date fair value of $6,000,000, which will cliff-vest on the third anniversary of the grant date, so long as he remains employed by VF on the vesting date, subject to certain other terms and conditions. The RSU award was intended to compensate Mr. Hyder for awards that he forfeited from his prior employer upon accepting our employment offer. Mr. Hyder’s compensation for fiscal 2024 is reflected in the Summary Compensation Table.
Mr. Scabbia Guerrini’s Promotion to Executive Vice President and Chief Commercial Officer
On October 30, 2023, we announced the promotion of Mr. Scabbia Guerrini, previously Executive Vice President and President, EMEA, APAC and Emerging Brands, to the position of Executive Vice President, Chief Commercial Officer and President, Emerging Brands, effective October 16, 2023. In connection with Mr. Scabbia Guerrini’s promotion, his compensation includes an annual base salary of CHF 830,000, effective November 1, 2023, and a promotion-based award of time-vesting RSUs with a grant date fair value of $2,500,000 which will cliff-vest on the second anniversary of the grant date, so long as he remains employed by VF on the vesting date, subject to certain other terms and conditions. The promotion award was intended to recognize his increased responsibility over a key part of VF’s transformation of its global commercial engine and leadership for all regions, including Americas, EMEA and APAC. Mr. Scabbia Guerrini’s compensation for fiscal 2024 is reflected in the Summary Compensation Table.
Mr. Dorer’s Resignation as Interim President and Chief Executive Officer
Mr. Dorer resigned as Interim President and CEO when Mr. Darrell became the President and CEO. On June 16, 2023, the Board approved a completion bonus for him in the amount of $300,000, and approved the vesting of the unvested portion of the RSU award that was granted to him upon commencing service as Interim CEO. Mr. Dorer’s compensation for fiscal 2024 is reflected in the Summary Compensation Table. Mr. Dorer did not receive any compensation for service as a member of our Board while he was employed as our Interim CEO. However, following Mr. Dorer’s resignation as Interim CEO, Mr. Dorer returned to serving as a non-employee director of the Board effective July 17, 2023. The Committee approved the prorated payment of director compensation to Mr. Dorer for service on the Board and attendance at meetings of the Board or any of its committees, in connection with the resumption of his service as a non-employee director. Mr. Dorer’s non-employee director compensation for fiscal 2024 is reflected in Note 7 to the Summary Compensation Table.
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VF Corporation 2024 Proxy Statement |
APPENDIX A
more of the combined voting power of the Company’s then outstanding securities solely as the result of an acquisition by the Company or any Subsidiary of voting securities of the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 20% or more of the combined voting power of the Company’s then outstanding securities; provided, however, that if a Person becomes the beneficial owner of 20% or more of the combined voting power of the Company’s then outstanding securities by reason of share purchases by the Company or any Subsidiary and shall, after such share purchases by the Company or a Subsidiary, become the beneficial owner, directly or indirectly, of any additional voting securities of the Company, then a Change in Control of the Company shall be deemed to have occurred with respect to such Person under clause (i). Notwithstanding the foregoing, in no event shall a Change in Control of the Company be deemed to occur under clause (i) with respect to any Trust or Benefit Plan.
Notwithstanding the foregoing, the Board may, by resolution adopted by at least two-thirds of the directors who were in office at the date a Change in Control occurred, declare that a Change in Control either under Item 6(e) of Schedule 14A or in clause (i) or (ii) has become ineffective for purposes of this Plan if the following conditions then exist: (x) the declaration is made within 120 days of the Change in Control; and (y) no person, except for (A) the Trusts, and (B) the Benefit Plans, either is the beneficial owner, directly or indirectly, of securities of the Company representing 10% or more of the combined voting power of the Company’s outstanding securities or has the ability or power to vote securities representing 10% or more of the combined voting power of the Company’s then outstanding securities. If such a declaration shall be properly made, the Change in Control shall be ineffective ab initio.
2.5 “Code” The Internal Revenue Code of 1986, as amended, and applicable regulations and rulings and guidance issued thereunder.
2.6 “Committee” The Talent and Compensation Committee of the Board (or a designated successor to such committee), the composition and governance of which is established in the Committee’s Charter as approved from time to time by the Board and subject to other corporate governance documents of the Company. No action of the Committee shall be void or deemed to be without authority due to the failure of any member, at the time the action was taken, to meet any qualification standard set forth in the Committee Charter or this Plan.
2.7 “Common Stock” The common stock of the Company as described in the Company’s Articles of Incorporation, or such other stock as shall be substituted therefor.
2.8 “Company” V.F. Corporation, or any successor to the Company.
2.9 “Date of Grant” The date on which the granting of an Award is authorized by the Committee, unless another later date is specified by the Committee or by a provision in this Plan applicable to the Award.
2.10 “Director” A member of the Board who is not an Employee.
2.11 “Disposition” Any sale, transfer, encumbrance, gift, donation, assignment, pledge, hypothecation, or other disposition of an Award, whether similar or dissimilar to those previously enumerated, whether voluntary or involuntary, and whether during the Participant’s lifetime or upon or after his or her death, including, but not limited to, any disposition by operation of law, by court order, by judicial process, or by foreclosure, levy, or attachment. A transfer or forfeiture of an Award to the Company is not a Disposition.
2.12 “Employee” Any employee of the Company or a Subsidiary.
2.13 “Exchange Act” The Securities Exchange Act of 1934, as amended, and applicable regulations and rulings issued thereunder.
2.14 “Fair Market Value” Unless otherwise determined in good faith by the Committee or under procedures established by the Committee, the closing sales price of the Common Stock on the date on which Fair Market Value is to be determined (or if there was no reported sale on such date, the next preceding date on which any reported sale occurred) as reported by a widely available financial reporting service.
2.15 “Full-Value Award” means an Award relating to shares other than (i) Stock Options that are treated as exercisable for shares under applicable accounting rules and (ii) Awards for which the Participant pays the grant-date Fair Market Value of the shares covered by the Award directly or by electively giving up a right to receive a cash payment from the Company or a Subsidiary of an amount equal to the grant-date Fair Market Value of such shares.
2.16 “Incentive Award” An Award granted under Article IX denominated in cash and earnable based on performance measured over a specified performance period.
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VF Corporation 2024 Proxy Statement |
Pay vs Performance Disclosure
|
3 Months Ended |
4 Months Ended |
8 Months Ended |
12 Months Ended |
Jul. 16, 2023 |
Apr. 01, 2023 |
Mar. 30, 2024 |
Dec. 01, 2022 |
Mar. 30, 2024
USD ($)
Percentile
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Apr. 01, 2023
USD ($)
Percentile
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Apr. 02, 2022
USD ($)
Percentile
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Apr. 03, 2021
USD ($)
Percentile
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our named executive officers and certain financial performance of VF. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our named executive officers. The Committee evaluates compensation decisions in light of VF or individual performance and does not use “compensation actually paid” as a basis for making compensation decisions. For information concerning our compensation philosophy and how we align executive compensation with our performance, see the Compensation Discussion and Analysis above.
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VALUE OF INITIAL FIXED
$100 INVESTMENT BASED
ON |
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SUMMARY
COMPENSATION
TABLE (SCT)
TOTAL FOR
MR. DARRELL |
|
COMPENSATION
ACTUALLY PAID
(CAP) TO
MR. DARRELL |
|
SUMMARY
COMPENSATION
TABLE
(SCT) TOTAL |
|
COMPENSATION ACTUALLY PAID (CAP) TO MR. DORER ($) (2) |
|
SUMMARY
COMPENSATION
TABLE (SCT)
TOTAL FOR |
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COMPENSATION ACTUALLY PAID (CAP) TO MR. RENDLE ($) (2) |
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AVERAGE CAP TO NON-PEO NEOS ($) (4) |
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S&P 1500 APPAREL, ACCESSORIES & LUXURY GOODS SUBINDUSTRY INDEX TSR ($) (6) |
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2024 |
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|
$ |
13,535,399 |
|
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|
$ |
9,552,700 |
|
|
|
$ |
1,971,941 |
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|
$ |
1,155,850 |
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|
N/A |
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|
N/A |
|
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|
$ |
4,630,927 |
|
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|
$ |
3,345,820 |
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|
$ |
30.81 |
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|
$ |
128.20 |
|
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|
$ |
(968.88 |
) |
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2nd percentile |
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2023 |
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N/A |
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|
N/A |
|
|
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|
3,037,566 |
|
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|
|
2,725,023 |
|
|
|
$ |
11,485,534 |
|
|
|
$ |
(9,632,882 |
) |
|
|
|
4,588,662 |
|
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|
|
428,117 |
|
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|
44.13 |
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|
131.21 |
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118.59 |
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0th percentile |
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2022 |
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N/A |
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N//A |
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N/A |
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N/A |
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15,423,153 |
|
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|
3,060,425 |
|
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5,284,304 |
|
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|
988,855 |
|
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103.36 |
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166.43 |
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1,386.94 |
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12th percentile |
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2021 |
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N/A |
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N//A |
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N/A |
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N/A |
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|
15,782,405 |
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24,664,101 |
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4,244,022 |
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6,511,273 |
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|
141.12 |
|
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|
197.11 |
|
|
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|
407.9 |
|
|
5th
percentile |
|
| (1) |
The dollar amounts in these columns show the amount of total compensation reported for Messrs. Darrell, Dorer and Rendle in the “Total” column of the Summary Compensation Table in each applicable year. Mr. Darrell was appointed our President and Chief Executive Officer effective July 17, 2023. Mr. Dorer served as our Interim President and Chief Executive Officer from December 2, 2022 to July 16, 2023. Mr. Rendle retired as our Chair, President and Chief Executive Officer effective December 2, 2022. |
| (2) |
The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Messrs. Darrell, Dorer and Rendle, as computed in accordance with Item 402(v) of Regulation S-K (“CAP”) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Darrell, Dorer and Rendle’s total compensation for each applicable year to determine their respective CAP: |
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PEO |
|
|
Mr. Darrell |
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SCT Total compensation ($) |
|
|
13,535,399 |
|
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Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(12,476,564 |
) |
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
8,493,865 |
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
0 |
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
0 |
|
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|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
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0 |
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|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
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0 |
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|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
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0 |
|
|
|
Compensation Actually Paid ($) |
|
|
9,552,700 |
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|
|
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Mr. Dorer |
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|
Mr. Dorer |
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|
SCT Total compensation ($) |
|
|
3,037,566 |
|
|
|
1,971,941 |
|
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(2,000,001 |
) |
|
|
(660,766 |
) |
|
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
1,614,491 |
|
|
|
59,068 |
|
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
0 |
|
|
|
0 |
|
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
72,966 |
|
|
|
(214,393 |
) |
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|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
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|
0 |
|
|
|
0 |
|
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
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|
0 |
|
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|
0 |
|
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|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
0 |
|
|
|
0 |
|
|
|
|
Compensation Actually Paid ($) |
|
|
2,725,023 |
|
|
|
1,155,850 |
|
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Former PEO |
|
|
Mr. Rendle |
|
|
|
Mr. Rendle |
|
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|
Mr. Rendle |
|
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|
|
|
SCT Total compensation ($) |
|
|
15,782,405 |
|
|
|
15,423,153 |
|
|
|
11,485,534 |
|
|
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(10,557,728 |
) |
|
|
(10,289,370 |
) |
|
|
(9,917,497 |
) |
|
|
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
16,607,593 |
|
|
|
6,068,752 |
|
|
|
0 |
|
|
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
1,931,978 |
|
|
|
(7,137,206 |
) |
|
|
(5,793,073 |
) |
|
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
1,799,652 |
|
|
|
(1,004,903 |
) |
|
|
(5,407,846 |
) |
|
|
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
(899,800 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Compensation Actually Paid ($) |
|
|
24,664,101 |
|
|
|
3,060,425 |
|
|
|
(9,632,882 |
) |
| (3) |
The dollar amounts in this column represent the average of the amounts of total compensation reported for our named executive officers (“NEOs”) as a group (excluding, as applicable, Mr. Darrell, who was appointed our PEO effective July 2023, Mr. Dorer, who served as our Interim PEO from December 2022 to July 2023, and Mr. Rendle, who had served as our PEO from January 2017 to December 2022) in the “Total” column of the Summary Compensation Table in each applicable year. NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Puckett, Bailey, Scabbia Guerrini, and Hyder and Ms. Otto; (ii) for 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (iii) for 2022, Messrs. Puckett, Bailey, Scabbia Guerrini, Murray who served as our Global Brand President, The North Face until May 2022 and Roe who served as our Executive Vice President and Chief Financial Officer until May 2021; and (iv) for 2021, Messrs. Roe, Bailey, Scabbia Guerrini and Murray. |
| (4) |
The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following adjustments were made to the average total compensation of the NEOs as a group (other than the PEO) for each year to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in each applicable year: |
|
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See Note 3 |
|
|
|
See Note 3 |
|
|
|
See Note 3 |
|
|
|
See Note 3 |
|
|
|
|
|
|
SCT Total compensation ($) |
|
|
4,244,022 |
|
|
|
5,284,304 |
|
|
|
4,588,662 |
|
|
|
4,630,927 |
|
|
|
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(2,497,550 |
) |
|
|
(2,392,914 |
) |
|
|
(3,685,245 |
) |
|
|
(3,844,006 |
) |
|
|
|
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
3,928,710 |
|
|
|
1,472,971 |
|
|
|
1,604,972 |
|
|
|
3,275,505 |
|
|
|
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
470,980 |
|
|
|
(1,518,935 |
) |
|
|
(1,401,368 |
) |
|
|
(637,645 |
) |
|
|
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
505,663 |
|
|
|
(306,952 |
) |
|
|
(678,904 |
) |
|
|
(78,721 |
) |
|
|
|
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
(171,446 |
) |
|
|
(1,575,183 |
) |
|
|
(33,116 |
) |
|
|
(31,426 |
) |
|
|
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
30,895 |
|
|
|
25,564 |
|
|
|
33,116 |
|
|
|
31,186 |
|
|
|
|
|
|
Compensation Actually Paid ($) |
|
|
6,511,273 |
|
|
|
988,855 |
|
|
|
428,117 |
|
|
|
3,345,820 |
|
| (5) |
For the relevant year, represents the cumulative total shareholder return (“TSR”) of VF for the 52-week measurement periods ended on March 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |
| (6) |
For the relevant year, represents the cumulative TSR of the S&P 1500 Apparel, Accessories & Luxury Goods Subindustry Index companies (“Peer Group TSR”) for the 52-week measurement periods ended on March 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |
| (7) |
Reflects “Net Income” in our Consolidated Income Statements included in VF’s Annual Reports on Form 10-K for each of the years ended March 30, 2024, April 1, 2023, April 2, 2022 and April 3, 2021. |
| (8) |
Company-selected Measure is our one-year relative total shareholder return relative to the total shareholder return of the S&P 500 Consumer Discretionary Index companies over the same period, as described below (“rTSR”). rTSR represents the most important financial measure (as determined by the Company) used to link CAP to our named executive officers to Company performance for the most recently completed fiscal year. |
|
|
|
|
| Company Selected Measure Name |
|
|
|
|
one-year relative total shareholder return
|
|
|
|
| Named Executive Officers, Footnote |
|
|
|
|
| (3) |
The dollar amounts in this column represent the average of the amounts of total compensation reported for our named executive officers (“NEOs”) as a group (excluding, as applicable, Mr. Darrell, who was appointed our PEO effective July 2023, Mr. Dorer, who served as our Interim PEO from December 2022 to July 2023, and Mr. Rendle, who had served as our PEO from January 2017 to December 2022) in the “Total” column of the Summary Compensation Table in each applicable year. NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024, Messrs. Puckett, Bailey, Scabbia Guerrini, and Hyder and Ms. Otto; (ii) for 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (iii) for 2022, Messrs. Puckett, Bailey, Scabbia Guerrini, Murray who served as our Global Brand President, The North Face until May 2022 and Roe who served as our Executive Vice President and Chief Financial Officer until May 2021; and (iv) for 2021, Messrs. Roe, Bailey, Scabbia Guerrini and Murray. |
|
|
|
|
| Peer Group Issuers, Footnote |
|
|
|
|
| (6) |
For the relevant year, represents the cumulative TSR of the S&P 1500 Apparel, Accessories & Luxury Goods Subindustry Index companies (“Peer Group TSR”) for the 52-week measurement periods ended on March 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |
|
|
|
|
| Adjustment To PEO Compensation, Footnote |
|
|
|
|
| (2) |
The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Messrs. Darrell, Dorer and Rendle, as computed in accordance with Item 402(v) of Regulation S-K (“CAP”) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Darrell, Dorer and Rendle’s total compensation for each applicable year to determine their respective CAP: |
|
|
|
|
|
|
|
|
|
|
|
PEO |
|
|
Mr. Darrell |
|
|
|
SCT Total compensation ($) |
|
|
13,535,399 |
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(12,476,564 |
) |
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
8,493,865 |
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
0 |
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
0 |
|
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
0 |
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
0 |
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
0 |
|
|
|
Compensation Actually Paid ($) |
|
|
9,552,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mr. Dorer |
|
|
|
Mr. Dorer |
|
|
|
|
SCT Total compensation ($) |
|
|
3,037,566 |
|
|
|
1,971,941 |
|
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(2,000,001 |
) |
|
|
(660,766 |
) |
|
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
1,614,491 |
|
|
|
59,068 |
|
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
0 |
|
|
|
0 |
|
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
72,966 |
|
|
|
(214,393 |
) |
|
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
0 |
|
|
|
0 |
|
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
0 |
|
|
|
0 |
|
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
0 |
|
|
|
0 |
|
|
|
|
Compensation Actually Paid ($) |
|
|
2,725,023 |
|
|
|
1,155,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Former PEO |
|
|
Mr. Rendle |
|
|
|
Mr. Rendle |
|
|
|
Mr. Rendle |
|
|
|
|
|
SCT Total compensation ($) |
|
|
15,782,405 |
|
|
|
15,423,153 |
|
|
|
11,485,534 |
|
|
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(10,557,728 |
) |
|
|
(10,289,370 |
) |
|
|
(9,917,497 |
) |
|
|
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
16,607,593 |
|
|
|
6,068,752 |
|
|
|
0 |
|
|
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
1,931,978 |
|
|
|
(7,137,206 |
) |
|
|
(5,793,073 |
) |
|
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
1,799,652 |
|
|
|
(1,004,903 |
) |
|
|
(5,407,846 |
) |
|
|
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
(899,800 |
) |
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
Compensation Actually Paid ($) |
|
|
24,664,101 |
|
|
|
3,060,425 |
|
|
|
(9,632,882 |
) |
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
|
|
|
|
$ 4,630,927
|
$ 4,588,662
|
$ 5,284,304
|
$ 4,244,022
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
|
|
|
|
$ 3,345,820
|
428,117
|
988,855
|
6,511,273
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
|
|
|
| (4) |
The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following adjustments were made to the average total compensation of the NEOs as a group (other than the PEO) for each year to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in each applicable year: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 3 |
|
|
|
See Note 3 |
|
|
|
See Note 3 |
|
|
|
See Note 3 |
|
|
|
|
|
|
SCT Total compensation ($) |
|
|
4,244,022 |
|
|
|
5,284,304 |
|
|
|
4,588,662 |
|
|
|
4,630,927 |
|
|
|
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(2,497,550 |
) |
|
|
(2,392,914 |
) |
|
|
(3,685,245 |
) |
|
|
(3,844,006 |
) |
|
|
|
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
3,928,710 |
|
|
|
1,472,971 |
|
|
|
1,604,972 |
|
|
|
3,275,505 |
|
|
|
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
470,980 |
|
|
|
(1,518,935 |
) |
|
|
(1,401,368 |
) |
|
|
(637,645 |
) |
|
|
|
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
505,663 |
|
|
|
(306,952 |
) |
|
|
(678,904 |
) |
|
|
(78,721 |
) |
|
|
|
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
|
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
(171,446 |
) |
|
|
(1,575,183 |
) |
|
|
(33,116 |
) |
|
|
(31,426 |
) |
|
|
|
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
30,895 |
|
|
|
25,564 |
|
|
|
33,116 |
|
|
|
31,186 |
|
|
|
|
|
|
Compensation Actually Paid ($) |
|
|
6,511,273 |
|
|
|
988,855 |
|
|
|
428,117 |
|
|
|
3,345,820 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
|
|
|
|
| Tabular List, Table |
|
|
|
|
LIST OF FINANCIAL PERFORMANCE MEASURES USED TO LINK CAP FOR THE MOST RECENTLY COMPLETED FISCAL YEAR TO COMPANY PERFORMANCE The financial performance metrics that, in our assessment, represent the most important financial performance measures we use to link CAP to our named executive officers for fiscal 2024 to VF’s performance are as follows:
• |
|
One-year relative total shareholder return (compared to the total shareholder return generated by the S&P 500 Consumer Discretionary Index companies over the same period); |
|
|
|
|
| Total Shareholder Return Amount |
|
|
|
|
$ 30.81
|
44.13
|
103.36
|
141.12
|
| Peer Group Total Shareholder Return Amount |
|
|
|
|
128.2
|
131.21
|
166.43
|
197.11
|
| Net Income (Loss) |
|
|
|
|
$ (968,880,000)
|
$ 118,590,000
|
$ 1,386,940,000
|
$ 407,900,000
|
| Company Selected Measure Amount | Percentile |
|
|
|
|
2
|
0
|
12
|
5
|
| Measure:: 1 |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Name |
|
|
|
|
One-year relative total shareholder return
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Name |
|
|
|
|
Revenue
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Name |
|
|
|
|
Operating Income
|
|
|
|
| Mr. Darrell [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
$ 13,535,399
|
|
|
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
9,552,700
|
|
|
|
| PEO Name |
|
|
Mr. Darrell
|
|
|
|
|
|
| Mr. Dorer [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
1,971,941
|
$ 3,037,566
|
|
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
1,155,850
|
2,725,023
|
|
|
| PEO Name |
Mr. Dorer
|
Mr. Dorer
|
|
|
|
|
|
|
| Mr. Rendle [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
|
11,485,534
|
$ 15,423,153
|
$ 15,782,405
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
|
(9,632,882)
|
$ 3,060,425
|
$ 24,664,101
|
| PEO Name |
|
|
|
Mr. Rendle
|
|
|
Mr. Rendle
|
Mr. Rendle
|
| PEO | Mr. Darrell [Member] | Stock and Option Award Values [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(12,476,564)
|
|
|
|
| PEO | Mr. Darrell [Member] | Fair Value for Stock and Option Awards Granted [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
8,493,865
|
|
|
|
| PEO | Mr. Darrell [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
|
| PEO | Mr. Darrell [Member] | Change in Fair Value of Stock and Option Awards that Vested [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
|
| PEO | Mr. Darrell [Member] | Fair Value of Stock and Option Awards Forfeited [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
|
| PEO | Mr. Darrell [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
|
| PEO | Mr. Darrell [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
|
| PEO | Mr. Dorer [Member] | Stock and Option Award Values [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(660,766)
|
(2,000,001)
|
|
|
| PEO | Mr. Dorer [Member] | Fair Value for Stock and Option Awards Granted [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
59,068
|
1,614,491
|
|
|
| PEO | Mr. Dorer [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
0
|
|
|
| PEO | Mr. Dorer [Member] | Change in Fair Value of Stock and Option Awards that Vested [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(214,393)
|
72,966
|
|
|
| PEO | Mr. Dorer [Member] | Fair Value of Stock and Option Awards Forfeited [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
0
|
|
|
| PEO | Mr. Dorer [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
0
|
|
|
| PEO | Mr. Dorer [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
0
|
|
|
| PEO | Mr. Rendle [Member] | Stock and Option Award Values [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(9,917,497)
|
$ (10,289,370)
|
$ (10,557,728)
|
| PEO | Mr. Rendle [Member] | Fair Value for Stock and Option Awards Granted [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
6,068,752
|
16,607,593
|
| PEO | Mr. Rendle [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(5,793,073)
|
(7,137,206)
|
1,931,978
|
| PEO | Mr. Rendle [Member] | Change in Fair Value of Stock and Option Awards that Vested [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
(5,407,846)
|
(1,004,903)
|
1,799,652
|
| PEO | Mr. Rendle [Member] | Fair Value of Stock and Option Awards Forfeited [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
0
|
0
|
| PEO | Mr. Rendle [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
0
|
(899,800)
|
| PEO | Mr. Rendle [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
|
0
|
0
|
0
|
| Non-PEO NEO | Stock and Option Award Values [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(3,844,006)
|
(3,685,245)
|
(2,392,914)
|
(2,497,550)
|
| Non-PEO NEO | Fair Value for Stock and Option Awards Granted [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
3,275,505
|
1,604,972
|
1,472,971
|
3,928,710
|
| Non-PEO NEO | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(637,645)
|
(1,401,368)
|
(1,518,935)
|
470,980
|
| Non-PEO NEO | Change in Fair Value of Stock and Option Awards that Vested [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(78,721)
|
(678,904)
|
(306,952)
|
505,663
|
| Non-PEO NEO | Fair Value of Stock and Option Awards Forfeited [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
0
|
0
|
0
|
| Non-PEO NEO | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(31,426)
|
(33,116)
|
(1,575,183)
|
(171,446)
|
| Non-PEO NEO | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member] |
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
$ 31,186
|
$ 33,116
|
$ 25,564
|
$ 30,895
|
