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 (meaning 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) had or will have a direct or indirect material interest. 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. The credit facility was entered in the ordinary course of business, was 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 employee, 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 Chief Legal Officer any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest, and the Chief Legal Officer must notify the Governance and Corporate Responsibility Committee of any such disclosure. Conflicts of interest involving the Chief Legal Officer 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 Chief Legal Officer of any proposed transaction greater than $120,000 in value between them (or their immediate family members) and VF. The Chief Legal Officer presents such proposed transactions for prior review by the Audit Committee.
Board of Directors
Eleven 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 eleven of VF’s twelve 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, 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 in the ordinary course of business. The Board, in making its determination as to Ms. Grossman’s independence, considered that she is a partner at The Consello Group, which is a provider of investor relations advisory services to VF 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 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 determined that Ms. Chugg’s and Mr. Otis’s status as Trustees of the Trusts does not give rise to a material relationship with VF other than in their service as directors.
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CORPORATE GOVERNANCE AT VF
Board Oversight of Strategy
One of the Board’s key responsibilities is overseeing VF’s corporate strategy. The Board brings diverse perspectives, expertise in strategy development, and experience across a vast array of multi-brand, consumer-facing and/or apparel and footwear companies that are relevant to our business, allowing Board members to effectively evaluate VF’s strategy and provide valuable insight and guidance. The Board actively engages with management to provide oversight of and guidance on our short-term, medium-term and long-term strategies and employs the following practices to execute its oversight responsibilities:
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the Board conducts an extensive annual review of VF’s strategic plans, operating plan, capital structure and brand portfolio strategy; |
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the Board receives information and updates from senior management and engages with senior leaders with respect to VF’s enterprise and brand strategies, the competitive environment, enterprise risks and opportunities, environmental and social responsibility initiatives and human capital management strategies; |
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independent directors hold regularly scheduled executive sessions without management present, to review VF strategy and discuss VF performance. Committees of the Board also meet in private session with senior management in VF’s financial, legal and compliance, and internal audit functions, among others; and |
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the Board discusses and reviews feedback on strategy from shareholders and stakeholders. |
Risk Oversight
BOARD OVERSIGHT OF RISK
The Board considers its role in risk oversight when evaluating VF’s Corporate Governance Principles and its leadership structure. Both the Corporate Governance Principles and the Board’s leadership structure facilitate the Board’s oversight of risk and communication with management. Our Chair is focused on VF’s risk management efforts and ensures that risk matters are appropriately brought to the Board and/or its Committees for their review. The Board’s oversight of risk is accomplished through (i) the identification of key enterprise risks facing VF and (ii) the mapping of those risks to the appropriate Board Committee and/or to the full Board for oversight, based on the nature of the risk. The Board executes oversight responsibility for risk both as a whole and through delegation to its Committees, for example:
AUDIT COMMITTEE
The Audit Committee, consistent with the requirements of the NYSE and the Audit Committee charter, discusses guidelines and policies to govern the process by which risk assessment and management is undertaken at VF and oversees both VF’s risk management processes and the steps management takes to monitor and control VF’s material financial risk exposure. The Audit Committee reviews the status of compliance with laws, regulations and internal procedures, contingent liabilities and risks that may be material to VF, and the scope and status of systems designed to assure VF’s compliance with laws, regulations and internal procedures through receiving reports from management, legal counsel and third parties, as well as major legislative and regulatory developments which could materially impact VF’s contingent liabilities and risks.
FINANCE COMMITTEE
The Finance Committee oversees certain financial matters and risks relating to capital structure and allocation, dividends and share repurchases, balance sheet, leverage, liquidity, acquisitions and divestitures, brand portfolio review, capital projects and tax strategy.
GOVERNANCE AND CORPORATE RESPONSIBILITY COMMITTEE
The Governance and Corporate Responsibility Committee oversees certain strategies, programs, policies and risks relating to the sustainable and responsible growth of VF’s businesses, including sustainability and social responsibility policies and initiatives to address climate risks.
TALENT AND COMPENSATION COMMITTEE
The Compensation Committee evaluates the risks and rewards associated with VF’s compensation and human capital management philosophy and programs.
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ITEM NO. 2
Proposal to Approve Compensation of Named Executive Officers as Disclosed in This Proxy Statement
At the meeting, VF shareholders will be asked for an advisory shareholder vote to approve the compensation of VF’s named executive officers, as such compensation is disclosed in this proxy statement pursuant to the disclosure rules of the SEC.
As required by Section 14A of the Exchange Act, shareholders are being asked to vote on the following resolution:
“Resolved, that the shareholders approve the compensation of VF’s executive officers named in the Summary Compensation Table, as disclosed in VF’s Proxy Statement dated June 9, 2025, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures.”
Please refer to the section titled “Executive Compensation” of this proxy statement for a detailed discussion of VF’s executive compensation principles and practices and the fiscal 2025 compensation of our named executive officers.
VF’s executive compensation program has consistently met its objectives in recent years, enabling VF to attract and retain capable executives, provide incentives for achieving and exceeding VF’s financial goals and aligning the financial objectives of VF’s executives with those of shareholders.
Fiscal 2025 was an important year in further advancing VF’s turnaround through the transformation program, Reinvent. We accelerated the pace of change to enhance focus on brand-building and to improve operating performance. We made progress on our four initial commitments as part of Reinvent:
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Balance sheet: We reduced net debt* by 26% versus last year, paying down two tranches of debt totaling $1.8 billion, reducing leverage* by a full turn to 4.1x and advancing towards our commitment of a 2.5x leverage* ratio by fiscal 2028. |
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Cost reduction: We achieved our initial gross cost savings goal of $300 million, and started to realize savings from the next phase of workstreams, targeting ~$500 to $600 million of net operating income expansion in fiscal 2028. We ended fiscal 2025 with an adjusted operating margin* approaching 6%. |
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Operating model: The recently established Americas regional platform has enabled us to re-engineer the structure and processes for increased effectiveness and efficiency. This evolution is already starting to yield results with a strong improvement in profitability versus last year. |
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Vans® turnaround: We rebuilt the team with product and industry experience, attracting best-in-class talent. We rationalized channels of distribution, strengthening the brand’s foundation and significantly expanding gross margin. Sales from new products are growing, but still more than offset by declines in the icon styles. |
Overall, our revenue and adjusted operating income* results in fiscal 2025 were in line with or exceeded our expectations. Revenue was still below VF standards, but declines moderated in fiscal 2025 to down 4% year over year, in comparison to the prior year down 11% (down 12% in constant dollars**) year over year, reflecting an improvement in momentum in the second half of the year relative to the first half of the year. In addition, fiscal 2025 adjusted operating income* rose 18% versus last year, with adjusted operating margin expanding 110 basis points to 5.9%, driven by a strong improvement in gross margin, up 190 basis points versus last year. We continued to focus on challenges in the Americas region and at the Vans® brand.
Following the conclusion of our strategic portfolio review in summer 2024, we successfully executed the sale of the Supreme® brand business (“Supreme”) in July 2024 for an aggregate base purchase price of $1.5 billion in cash subject to customary adjustments. The proceeds from the sale of Supreme, which closed in October 2024, enabled our debt paydown in fiscal 2025 as described above.
In fiscal 2024 and 2025, we continued rebuilding the leadership team, resulting in a complete reset of the VF global leadership team, with eight leaders new to VF, including the CFO and the brand presidents for The North Face®, Vans®, and Dickies®, and the rest new to their roles since July 2023.
Notable full year fiscal 2025 results include:
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Revenue of $9.5 billion, down 4% (down 4% in constant dollars**) |
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The North Face® revenue up 1% (up 1% in constant dollars**) |
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Vans® revenue down 16% (down 15% in constant dollars**) |
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EXECUTIVE COMPENSATION
In establishing the components of executive compensation, the Committee, in consultation with its independent consultant, assesses whether the program’s terms promote unnecessary risk-taking. In performing this assessment, the Committee reviews such compensation design elements as pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, equity incentives, stock ownership requirements, clawback provisions and VF’s trading policies. After performing this analysis, the Committee has concluded that the program does not promote excessive or unnecessary risk-taking that is reasonably likely to have a material adverse impact on the Company.
COMPENSATION DETERMINATION PROCESS
Role of Talent and Compensation Committee
The Committee is composed entirely of independent directors and it oversees and administers our executive compensation programs in accordance with its charter. The Committee annually reviews and approves our executive compensation program, policies and practices, sets the peer group companies and sets the compensation (including base salary, short-term and long-term incentives) for our NEOs. In setting these elements of compensation, the Committee reviews the total target compensation for our NEOs and considers market and peer practices and annually reviews the performance of the CEO and reviews the evaluations of the other NEOs. The Committee approves short-term and long-term incentive award payouts based on performance achieved relative to the pre-established performance goals. The Committee considers the results of the annual advisory “say-on-pay” proposal, along with feedback from related engagement, and reviews NEO tally sheets, in connection with the discharge of the Committee’s responsibilities.
Role of Compensation Consultant
The Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for fiscal 2025. Meridian is independent of VF, having no relationship with VF other than providing advisory services to the Committee. In reviewing Meridian’s independence, the Committee has considered the six factor test prescribed under NYSE rules. The Committee has sole authority to retain or terminate the service of its compensation consultant and to establish the fees to be paid to the consultant.
The Committee directed Meridian to independently prepare an analysis of compensation data relating to all NEOs, to advise on current executive compensation practices that meet high governance standards, as well as current market trends, regulatory issues and developments related to executive compensation and director compensation. Meridian also assisted the Committee with a variety of other items, including an analysis on share usage, dilution and overhang of our equity incentive plan, reviewing the peer group and reviewing our compensation risk analysis. A representative of Meridian also attended all meetings and executive sessions of the Committee in fiscal 2025.
Role of VF Management
The CEO evaluates the performance of the other NEOs and provides preliminary recommendations to the Committee regarding target compensation for NEOs other than himself. The Committee, which makes the final decision, considers the CEO’s input when determining and approving NEOs compensation. VF management is responsible for providing Meridian with information to facilitate its role in advising the Committee and preparing information for each Committee meeting. The CEO, Executive Vice President and Chief People Officer and Vice President, Total Rewards generally attend Committee meetings, except the executive sessions or portions of the Committee meetings during which his or her individual compensation was discussed or approved.
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EXECUTIVE COMPENSATION
Stock Options
Stock options are intended to align executives’ and shareholders’ interests and focus executives on attainment of VF’s long-term goals. Stock options provide executives with the opportunity to acquire an equity interest in VF and to share in the appreciation of the value of the stock. They also provide a long-term incentive for the executive to remain with VF and promote shareholder returns. The Committee determines a value of options awarded to NEOs as a component of the target total direct compensation.
Non-qualified stock options have a term of not greater than ten years and become exercisable not less than one year after the date of grant. Options are exercisable only so long as the option holder remains an employee of VF or its subsidiaries, subject to earlier expiration of the option term, and to the specific terms and definitions contained in the Stock Plan.
Options granted prior to fiscal 2025 generally remain exercisable for the period severance payments are made (if any) in the case of involuntary termination of employment, and for 36 months after death, retirement or termination of employment due to disability, provided that such continued vesting after retirement requires that the employee was employed by VF on the last day of the fiscal year in which the option was granted, as well as compliance with restrictive covenants in the event of retirement.
Options granted in fiscal 2025 generally remain exercisable for the period of 3 months after termination in the case of involuntary termination of employment, and for 36 months after death, retirement or termination of employment due to disability, provided that the retirement requires that the employee was employed by VF until the 12-month anniversary of the grant date, as well as compliance with restrictive covenants in the event of retirement.
In addition, in accordance with certain executives’ Change-in-Control Agreements described below, upon an executive’s qualifying termination of employment following a change in control of VF, any unvested options are accelerated and become exercisable by the executive.
Retention and Special Awards
Retention awards of restricted stock or restricted stock units (“RSUs”) are made by the Committee from time to time to encourage key employees in critical roles to remain engaged and employed with VF during challenging and uncertain times. Awards of restricted stock or RSUs for retention purposes under the Stock Plan are not part of regular annual compensation and are not treated as part of target total direct compensation. The Committee did not grant any retention awards in fiscal 2025.
Special awards of restricted stock or RSUs are made by the Committee from time to time to attract key executives or to compensate for forfeited awards from prior employment. Special awards of restricted stock or RSUs are not part of regular annual compensation and are not treated as part of total direct compensation. To attract Mr. Vogel to join VF in a period of heightened competition for CFOs with significant business turnaround and transformation experience, the Committee approved a special sign-on equity award in the form of RSUs with an aggregate grant date fair value of $1,500,000, which will vest on the second anniversary of the grant date of such award, subject to his continued employment through the vesting date. The Committee determined the sizing of the sign-on equity award was reasonable based on competitive external Peer Group data and approved the two-year cliff vesting design to support the recruitment and retention of a new CFO during a critical moment in VF’s Reinvent transformation program which also took into account shareholder feedback received by the Chair of the Committee and management about the importance of appropriately designed special awards.
The Committee is committed to using retention and special awards sparingly, and only after thoughtful consideration of the circumstances, including the condition of the labor market and availability of talent, criticality of the key employee to VF’s long-term strategy, the retentive value of the employee’s outstanding equity awards, and a fulsome review of all other regular compensation actions that are available to the Committee.
Two-Year Cash-based Performance Award
On May 15, 2023, the Committee approved a two-year cash-based performance award for Mr. Scabbia Guerrini with a target value of $1,500,000. The award had a two-year cumulative performance period of fiscal 2024 and fiscal 2025 based on APAC and Outdoor Emerging Brands goals. In May 2025, the Committee determined that all metrics performed below the minimum of pre-established financial thresholds, resulting in no payout.
Retirement and Benefit Programs
The Committee believes that retirement and other benefits are important components of competitive compensation packages necessary to attract and retain qualified senior executives. The Committee reviews the amounts of the benefits annually along with other compensation components. However, the benefits do not affect the decisions the Committee makes regarding other compensation components, which are generally structured to achieve VF’s short-term and long-term financial objectives.
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EXECUTIVE COMPENSATION
401k Plan – During fiscal 2025, U.S.-based NEOs were permitted to participate in the VF Retirement Savings Plan (the “401k Plan”). The 401k Plan is a broad-based tax-qualified defined contribution plan available to most U.S.-based employees of VF. The 401k Plan is described in further detail under the caption “Executive Compensation – Nonqualified Deferred Compensation”.
Nonqualified Deferred Compensation – VF’s U.S.-based senior executives, including the U.S.-based NEOs, are permitted to defer compensation and receive a limited amount of matching credits under the VF Corporation Executive Deferred Savings Plan. This plan enables executives to save for retirement on a tax-deferred basis. Nonqualified deferred compensation is discussed in further detail under the caption “Executive Compensation – Nonqualified Deferred Compensation” following the 2025 Pension Benefits Table.
Mr. Scabbia Guerrini, who is not a U.S. resident, does not participate in the 401k Plan or Executive Deferred Savings Plan. His benefits are described below in the 2025 Pension Benefits Table within “Executive Compensation”.
Employee Benefits and Perquisites – VF provides a number of benefit plans to all eligible employees, including the NEOs. These benefits include programs such as medical, dental, life insurance and short- and long-term disability coverage and a merchandise discount on most VF products. We provide limited perquisites to our NEOs and generally do not view them as a significant element of our compensation program. NEOs are eligible for financial counseling, tax preparation services and an annual executive physical. Employee benefits and perquisites are discussed in further detail in footnote 6 to the Summary Compensation Table within “Executive Compensation”.
OTHER COMPENSATION POLICIES AND PRACTICES
Executive Stock Ownership Guidelines
It is VF’s policy to strongly encourage stock ownership by VF senior management. This policy closely aligns the interests of management with those of shareholders. Senior executives are subject to share ownership guidelines that require them to accumulate, over a five-year period, and then retain, shares of VF Common Stock having a market value ranging from two to six times current annual base salary, depending upon the position. The CEO, the other NEOs, and other senior executives are required to accumulate VF Common Stock having market values as follows:
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VF Common Stock Having a Market Value of |
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Six times annual base salary |
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Three times annual base salary |
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Two times annual base salary |
An executive has five years to reach the target. If an executive’s guideline ownership level increases because of a tier change or salary increase, a new five-year period to achieve the incremental guideline ownership level begins with each such change. Once achieved, the ownership of the guideline amount should be maintained for as long as the executive is subject to the guideline.
Credit will be given for direct holdings by the executive or an immediate family member residing in the same household and the 401k Plan. No credit will be given for restricted stock, RSUs, or shares of stock beneficially owned by someone other than the executive or immediate family member residing in the same household, unexercised stock options, or other similar forms of ownership of stock. Shares held in trust are reviewed for credit by the Committee. Until a senior executive has met the targeted ownership level, whenever he or she exercises a stock option he or she must retain shares equal to 50% of the after-tax value of each option exercised; 50% of the after-tax vested time-vested RSUs; and 50% of the after-tax vested PRSUs. As of March 29, 2025, Messrs. Scabbia Guerrini and Hyder have met the guideline, while Messrs. Darrell and Vogel and Ms. Sim have not, but are still within the five-year period to achieve the guideline ownership level.
Change-in-Control Agreements
VF has entered into Change-in-Control Agreements (the “Agreements”) with certain VF senior executives, including all continuing NEOs, that provide the executives with certain severance benefits in the event their employment with VF is terminated by VF or by the executive for good reason, as defined in the Agreements, subsequent to a change in control of VF. The Agreements are designed to reinforce and encourage the continued attention and dedication of such executives to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of VF. VF believes that change-in-control arrangements are an important component of a competitive compensation package necessary to attract and retain qualified senior executives. The Agreements are described and quantified below in “Potential Payments Upon Change in Control, Retirement or Termination of Employment”.
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EXECUTIVE COMPENSATION
Pension Benefits
VF sponsors and maintains the VF Corporation Pension Plan (the “Pension Plan”), a tax-qualified defined benefit plan that covers most of VF’s U.S.-based employees who were employed by VF on or before December 31, 2004. The purpose of the Pension Plan is to provide retirement benefits for those employees who qualify for such benefits under the provisions of the Pension Plan. The Pension Plan was closed to new participants at the end of 2004. Effective December 31, 2018, the Pension Plan ceased to recognize any future service performance and any eligible compensation paid for purposes of calculating participant accrued benefits under the Pension Plan (i.e., no additional benefits accrue after such date). Mr. Puckett was the only fiscal 2025 NEO who participated in the Pension Plan.
There are two formulas for computing benefits under the Pension Plan. The “normal retirement” formula is used for employees who qualify for “early retirement” under the Pension Plan upon termination, by being credited with at least ten years of service with VF and having attained age 55. Mr. Puckett, the only NEO who participates in the Pension Plan is eligible for nonforfeitable benefits under the Pension Plan and the VF Supplemental Executive Retirement Plan (“SERP”). Mr. Puckett was the only fiscal 2025 NEO who participated in the SERP.
The SERP is an unfunded, nonqualified plan for eligible employees primarily designed to restore benefits lost under the Pension Plan due to the maximum legal limit of pension benefits imposed under the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Code. The SERP was closed to new participants at the end of 2004. The combined retirement income from the Pension Plan and the SERP for Mr. Puckett, upon retirement at age 65, would be an amount equal to his Pension Plan benefit calculated (i) without regard to any limitation imposed by the Code or ERISA, (ii) without regard to his participation in the Deferred Compensation Plan or the Executive Deferred Savings Plan, (iii) on the basis of the average of the highest three years of his salary and annual incentive compensation during the ten-year period immediately preceding retirement, and (iv) without deduction or offset of Social Security benefits. For purposes of the table below, the “normal retirement” formula has been used for determining the SERP benefits of Mr. Puckett who participated in the Pension Plan, regardless of whether he otherwise qualifies for “early retirement” under the Pension Plan. Payments under the SERP with respect to the period prior to December 31, 2004 are payable in monthly payments or in a lump sum, and payments with respect to the period after December 31, 2004 are payable in a lump sum.
At the end of December 2014, the Pension Plan and SERP were modified such that for certain executives, including Mr. Puckett, benefits would be frozen in the Pension Plan and would instead accrue in the SERP, and therefore accrued benefits under the SERP increased at a higher rate for service and earnings after December 31, 2014 and before January 1, 2019. Effective December 31, 2018, the SERP ceased to recognize any future service and any eligible compensation paid for purposes of calculating participant accrued benefits under the SERP (i.e., no additional benefits accrue after such date).
Mr. Scabbia Guerrini has pension benefits under the VF International SAGL pension fund in Switzerland (the “Swiss Pension Plan”) that covers almost all Swiss-based employees of VF International SAGL over 25 years of age. Benefits under the Swiss Pension Plan are calculated by reference to the employee’s “average annual compensation”, which is his or her average annual salary and annual incentive compensation from January 1, 2014, with no less than five years immediately preceding retirement included in the average.
The assumptions underlying the present values of the eligible U.S.-based NEOs’ pension benefits are the assumptions used for financial statement reporting purposes and are set forth in Note 17 to VF’s Consolidated Financial Statements in its Annual Report on Form 10-K for the fiscal year ended March 29, 2025, except that retirement age is assumed to be age 65, the normal retirement age specified in the Pension Plan.
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EXECUTIVE COMPENSATION
Potential Payments Upon Change in Control, Retirement or Termination of Employment
The following section describes payments that would be made to each of the continuing NEOs and related benefits as a result of (i) a termination of service in the event of a change in control of VF, (ii) the executive’s retirement, (iii) the executive’s termination by VF without cause, (iv) the executive’s termination by VF with cause, or (v) the executive’s resignation, assuming these events occurred on March 29, 2025. Mr. Puckett ceased to serve as our Executive Vice President and Chief Financial Officer effective July 8, 2024, and amounts paid to Mr. Puckett upon his involuntary termination without cause are described below.
The descriptions below do not include the following amounts that the executives also would have received in all termination scenarios:
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retirement benefits, the present value of which is disclosed in the 2025 Pension Benefits Table above, |
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the aggregate balance disclosed in the 2025 Nonqualified Deferred Compensation table above, |
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the executive’s AIP payment for the year ended March 29, 2025, as disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above, or |
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the value of the executive’s vested “in-the-money” unexercised stock options; the executive would be able to realize such value by exercise of the options prior to any termination, or the executive could retain the options after termination in all termination scenarios except termination by VF without cause with no severance, resignation not qualifying as a retirement or termination by VF with cause. |
The continuing NEOs, other than Mr. Scabbia Guerrini, do not have employment contracts with VF; all of their potential payments outlined below are defined in benefit plan documents described in this proxy statement or with respect to Mr. Darrell only, as set forth in his offer letter, as described below. Under Mr. Scabbia Guerrini’s 2006 employment agreement and Swiss law, he would receive six months of base salary and a pro rata amount of his annual incentive bonus which would have been earned for the year of termination in the event of his termination without cause. As described below under “Payments Upon Retirement,” as a result of retirement executives do not receive enhanced benefits other than under the terms of certain equity awards, pursuant to which an executive who is eligible for retirement would not forfeit his or her awards granted prior to fiscal 2025 due to retirement. All awards granted in fiscal 2025 would be forfeited in case of retirement and termination without cause assuming those events occurred on March 29, 2025.
Pursuant to Mr. Darrell’s offer letter, if Mr. Darrell’s employment is terminated without cause within two years following his employment start date and not in connection with a change in control, he would receive cash severance equal to two times his annual base salary, a cash payment equal to 18 months of the Company’s subsidy for active employees under its health care plans and full vesting of his make-whole equity awards. If his employment is terminated due to death or disability, his make-whole equity awards would vest in full. Such severance benefits are subject to his execution of a release of claims and compliance with restrictive covenants.
Potential Payments Upon a Change in Control of VF
VF has entered into Change-in-Control Agreements (collectively, the “Agreements”) with all continuing NEOs. These Agreements provide severance benefits to the executives only if their employment is terminated by VF without cause or for good reason by the executive within the 24-month period after a change in control of VF. “Good reason” for this purpose means a material reduction in the executive’s authority or duties, budget or compensation; a requirement that the executive relocate anywhere not mutually acceptable to the executive and VF; or a breach by VF of the applicable Agreement. The Agreements have a term of two years with automatic annual extensions. The Agreements may be terminated by VF, unless VF has knowledge that a third party intends to effect a change in control of VF and, if a change in control has occurred, the Agreements may not be terminated until two years after the change in control.
Generally, severance benefits payable to the NEOs include a lump-sum payment of an amount equal to 2.99 times the sum of (a) the greater of the executive’s highest annual base salary in effect at any time within the twelve-month period preceding a change in control of VF or the date of termination plus (b) the greater of (1) the highest amount of annual incentive awarded to the executive during the last three fiscal years prior to the date on which the executive’s employment is terminated following a change in control of VF and (2) the target annual incentive for the year of termination. Under the terms of the Agreements or the Stock Plan, upon a qualifying termination, the executives would also be entitled to supplemental benefits, such as payment of a pro rata portion of non-equity incentive compensation, accelerated vesting of stock options, accelerated lapse of restrictions on RSUs and restricted stock, continued life and medical insurance for specified periods after termination, entitlements under retirement plans and a lump-sum payment upon attaining retirement age. In the case of PRSUs under the LTIP, the PRSUs would
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VF Corporation 2025 Proxy Statement |
EXECUTIVE COMPENSATION
to retirement, except for awards granted in fiscal 2025 which would be forfeited upon retirement on March 29, 2025. In the case of stock options granted prior to fiscal 2025, those options are in substance vested, with such options becoming exercisable at the specified vesting dates (including in the case in which those vesting dates occur after retirement). On March 29, 2025, the aggregate “in-the-money” value of the unexercisable options of Mr. Scabbia Guerrini which would not be forfeited upon a retirement was $0. In addition, under the LTIP, upon retirement on March 29, 2025 for Mr. Scabbia Guerrini, the PRSUs earnable for the incomplete period of fiscal 2024-2026 would not be forfeited, but they would remain fully subject to the performance requirements, so that the PRSUs would be earned only upon completion of the performance period and only to the extent performance goals were actually achieved over the performance period. Therefore, the value of such PRSUs cannot be calculated as of March 29, 2025.
Payments Upon Termination Due to Death or Disability(1)
The following table shows the estimated value of all unexercisable options and unvested restricted stock or RSU awards on March 29, 2025, assuming the executives had terminated employment due to death or disability:
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| Executive |
|
Unvested RSU
Awards ($) |
|
PRSU
Awards ($) |
|
Unvested Stock
Options ($) |
|
Total ($) |
|
|
|
|
|
| Bracken Darrell |
|
|
|
$635,928 |
|
|
|
$ |
9,992,208 |
|
|
|
$ |
3,048,608 |
|
|
|
$ |
13,676,744 |
|
|
|
|
|
|
| Paul Vogel |
|
|
|
1,371,742 |
|
|
|
|
1,418,972 |
|
|
|
|
-0- |
|
|
|
|
2,790,714 |
|
|
|
|
|
|
| Martino Scabbia Guerrini(2) |
|
|
|
2,918,896 |
|
|
|
|
7,113,954 |
|
|
|
|
1,354,938 |
|
|
|
|
11,387,788 |
|
|
|
|
|
|
| Brent Hyder |
|
|
|
3,246,369 |
|
|
|
|
1,815,001 |
|
|
|
|
789,065 |
|
|
|
|
5,850,435 |
|
|
|
|
|
|
| Jennifer Sim |
|
|
|
232,871 |
|
|
|
|
1,248,573 |
|
|
|
|
406,481 |
|
|
|
|
1,887,925 |
|
| (1) |
Valuations reflect a price per share of $15.69, the closing market price of VF’s Common Stock on March 28, 2025, the last trading day of VF’s fiscal 2025. Totals may not add up due to rounding. |
| (2) |
This individual was retirement eligible on March 29, 2025. Unearned PRSU awards for 2025-2027 would be forfeited. Unearned PRSU awards for 2024-2026 are assumed at target performance. |
Payments Upon Termination Without Cause
In the event of a termination by VF without cause, any awards granted in fiscal 2025 under the Stock Plan or the LTIP would be forfeited. All other awards would be treated as follows: the executive’s stock options, would continue to vest and be exercisable until the end of the period of the executive’s receipt of installments of severance pay, if any, from VF, for executive’s PRSUs, if the executive has been an active participant for at least 12 months in a performance period, the executive would be eligible to receive a pro rata portion of the total number of PRSUs the executive is deemed to have earned based on performance in the completed portion of the performance period, with the pro rata portion determined as of the earlier of (a) the date of the last severance payment, if any, and (b) the last day of the performance period.
In October 2023, the Committee approved a Severance Plan for Section 16 Officers (the “Severance Plan”). All US-based NEOs, except Mr. Darrell, would be eligible for severance benefits under this Severance Plan upon involuntary termination without cause. The Severance Plan provides the following benefits: (i) a cash severance benefit equal to two times annual base salary; (ii) reimbursement for the cost of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premiums in excess of the employee’s active employee rate for himself/herself and his/her dependents on the termination date, for the shorter of (x) the severance payment period and (y) the COBRA continuation period, provided, however, that no reimbursement will be made at any time that the employee is no longer eligible for COBRA continuation coverage; and (iii) outplacement services. Such severance benefits are subject to the employee’s execution of a release of claims and compliance with restrictive covenants. Mr. Darrell would be eligible for severance benefits under his offer letter as described above. Mr. Scabbia Guerrini would be eligible for severance benefits as described above pursuant to his 2006 employment agreement and Swiss law.
Mr. Puckett ceased to serve as Executive Vice President and Chief Financial Officer on July 8, 2024, and departed VF on July 9, 2024. His departure qualified as an involuntary termination without cause pursuant to the Severance Plan, and Mr. Puckett received severance benefits as described above pursuant to the Severance Plan. The treatment of Mr. Puckett’s outstanding equity awards following his departure from VF was determined by the terms and conditions set forth in the applicable award agreements.
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VF Corporation 2025 Proxy Statement |
EXECUTIVE COMPENSATION
Payments Upon Termination for Cause or Resignation
In the event of a termination for cause or resignation not qualifying as retirement, each NEO would receive no additional compensation.
CEO PAY RATIO
VF Corporation is a global leader in branded lifestyle apparel, footwear and accessories, engaging in the design, procurement, marketing, and distribution of branded products in the Americas, Europe, and the Asia Pacific.
Our CEO pay ratio for fiscal 2025 is a reasonable estimate calculated in compliance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K and based on methodology described below.
For fiscal 2025, our last completed fiscal year:
| • |
|
Our median employee is a part-time, U.S.-based retail employee |
| • |
|
The total annual compensation of the median employee was $32,142 |
| • |
|
The total annual compensation of our CEO, Mr. Darrell as reported in the Summary Compensation Table was $10,729,899 |
| • |
|
Our CEO to Median Employee Pay Ratio is 334:1 |
Methodology
We selected a new median employee for fiscal 2025, as we could no longer use the same (or similar) median employee as in fiscal 2022, fiscal 2023 and fiscal 2024. To identify our new median employee for fiscal 2025, we took the following steps:
Step 1: We identified our active employee population as of February 1, 2025. The active VF workforce on February 1, 2025, including VF’s consolidated subsidiaries, had 27,754 employees in 46 countries throughout the world. Of that population, 14,781 (53%) were U.S. employees and 12,973 (47%) were non-U.S. employees. 910 employees in the following jurisdictions were excluded from the population for our pay ratio calculation under the de minimis exemption per the SEC rules: Bangladesh (83), Mexico (785), and Portugal (42). As a result, our pay ratio includes 26,844 global full-time, part-time, temporary, and seasonal employees employed and active as of that date.
Step 2: We identified a consistently applied compensation measure which would provide a reasonable picture of the annual compensation of our employees, and we used base salary or hourly wages, as applicable, and target annual cash incentives. To determine wages for hourly employees, we used each employee’s pay rate and scheduled hours as recorded in our Human Resources system. We annualized the compensation of all employees included in the calculation who were hired during fiscal 2025, but who did not work for the company during the entire fiscal year. The VF workforce is paid in 29 currencies throughout the world. For purposes of this disclosure, we applied the end of year local currency to U.S. dollars exchange rate for fiscal year 2025 to the annual compensation. We did not make any cost-of-living adjustments and we did not make any full-time equivalent adjustments.
Step 3: We ranked the population included in the calculation, excluding the CEO, from high to low based on their annual compensation as described above. We identified a subset of approximately 10 employees representing the potential median employee population and we calculated each employee’s total annual compensation in accordance with the requirements of the Summary Compensation Table rules used for our CEO and we identified the median employee from this subset.
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63 |
ITEM NO. 3
Audit Committee is informed of each previously approved service performed by VF’s independent registered public accounting firm and the related fees. During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval categories. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.
REPORT OF THE AUDIT COMMITTEE
As of May 13, 2025, the date of this report, the Audit Committee consisted of five members: Carol L. Roberts, who serves as the Chair of the Committee, Richard T. Carucci, Alexander K. Cho, Clarence Otis, Jr., Carol L. Roberts and Kirk C. Tanner. Each member is an independent director under NYSE and SEC rules, and meets the standards for committee independence as set forth in VF’s Corporate Governance Principles. The Audit Committee has the duties and powers described in its written charter adopted by the Board.
The Audit Committee assists the Board’s oversight and monitoring of:
| • |
|
the integrity of VF’s financial statements; |
| • |
|
VF’s compliance with legal and regulatory requirements; |
| • |
|
the qualifications and independence of VF’s independent registered public accounting firm; |
| • |
|
the performance of VF’s internal audit function and independent registered public accounting firm; and |
| • |
|
the effectiveness of VF’s internal control over financial reporting process. |
The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of VF’s financial statements.
The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the work performed by VF’s independent registered public accounting firm, PricewaterhouseCoopers LLP. In fulfilling its oversight responsibility, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent registered public accounting firm, including the scope of the audit, audit fees, auditor independence matters, performance of the independent auditors, and the extent to which the independent registered public accounting firm may be retained to perform non-audit services.
PricewaterhouseCoopers LLP has served as VF’s independent registered public accounting firm since 1995 and rotates its lead audit engagement partner every five years. The Audit Committee is directly involved in the selection of the lead engagement partner.
VF maintains an auditor independence policy that, among other things, prohibits VF’s independent registered public accounting firm from performing non-financial consulting services, such as information technology consulting and internal audit services. This policy mandates that the Audit Committee approve in advance the audit and permissible non-audit services to be performed by the independent registered public accounting firm and the related budget, and that the Audit Committee be provided with quarterly reporting on actual spending. This policy also mandates that VF may not enter into engagements with VF’s independent registered public accounting firm for non-audit services without the express pre-approval of the Audit Committee.
The Audit Committee reports as follows with respect to the audit of VF’s consolidated financial statements for the fiscal year ended March 29, 2025 (the “2025 Financial Statements”). At meetings of the Audit Committee held in May 2025, the Audit Committee (i) reviewed and discussed with management the 2025 Financial Statements and, for the fiscal year ended March 29, 2025, the audit of internal control over financial reporting; (ii) discussed with PricewaterhouseCoopers LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the Securities and Exchange Commission which include, among other items, matters related to the conduct of the audit of the 2025 Financial Statements and the audit of internal control over financial reporting for the fiscal year ended March 29, 2025; and (iii) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the PCAOB regarding their communications with the Audit Committee concerning independence and discussed with PricewaterhouseCoopers LLP their independence from VF. Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the 2025 Financial Statements as audited by PricewaterhouseCoopers LLP be included in VF’s Annual Report on Form 10-K for the fiscal year ended March 29, 2025 to be filed with the Securities and Exchange Commission.
Carol L. Roberts, Chair
Richard T. Carucci
Alexander K. Cho
Clarence Otis, Jr.
Kirk C. Tanner
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71 |
GENERAL INFORMATION
Other Matters
The Board of Directors does not know of any other matter that is intended to be brought before the meeting, but if any other matter is presented, the persons named in the proxy card will be authorized to vote on behalf of the shareholders in their discretion and intend to vote the same according to their best judgment. As of June 9, 2025, VF had not received notice of any matter to be presented at the meeting other than as described in this proxy statement.
Expenses of Solicitation
VF will bear the cost of this proxy solicitation. In addition to the use of mail, proxies may be solicited in person or by telephone by VF employees without additional compensation. VF has engaged D.F. King & Co., Inc. to solicit proxies in connection with this proxy statement, and employees of that company are expected to solicit proxies in person, by telephone and by mail. The anticipated cost to VF of such solicitation is approximately $17,500, plus expenses. VF will reimburse brokers and other persons holding stock in their names or in the names of nominees for their expenses incurred in sending proxy material to principals and obtaining their proxies.
Shareholder Proposals and Nominations for the 2026 Annual Meeting of Shareholders
Shareholders may nominate director candidates and make proposals to be considered at the 2026 Annual Meeting of Shareholders. In accordance with VF’s By-Laws, any shareholder nominations of candidates for election as directors at the 2026 Annual Meeting must be received by VF, together with certain information specified in VF’s By-laws, including a representation as to whether or not such shareholder intends to solicit proxies in support of director nominees other than VF’s nominees in accordance with Rule 14a-19 under the Exchange Act, no earlier than January 10, 2026 and no later than February 9, 2026, and any other proposal for consideration at the 2026 Annual Meeting must be received by VF, together with certain information specified in VF’s By-Laws, no later than February 9, 2026. In order to have a shareholder proposal included in the proxy statement and form of proxy, the proposal must be delivered to VF at VF’s mailing address, P.O. Box 13919, Denver, Colorado 80201 no later than February 9, 2026, and the shareholder must otherwise comply with applicable SEC requirements and our By-Laws.
Under the proxy access provisions of our By-Laws, a shareholder, or group of up to 20 shareholders, that has owned continuously for at least three years shares of VF stock representing an aggregate of at least 3% of our outstanding shares, may nominate and include in our proxy materials director nominees constituting up to 25% of the VF Board, provided that the shareholder(s) and nominee(s) satisfy the requirements in our By-Laws. Notice of proxy access director nominees must be received no earlier than January 10, 2026 and no later than February 9, 2026. The form of proxy issued with VF’s 2026 proxy statement will confer discretionary authority to vote for or against any proposal made by a shareholder at VF’s 2026 Annual Meeting of Shareholders and which is not included in VF’s proxy statement. However, such discretionary authority may not be exercised if the shareholder proponent has given to VF’s Corporate Secretary notice of such proposal at the address set forth in this section no later than February 9, 2026, and certain other conditions provided for in the SEC’s rules have been satisfied.
By Order of the Board of Directors
Jennifer S. Sim
Executive Vice President,
Chief Legal Officer and Corporate Secretary
Dated: June 9, 2025
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75 |
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. 29, 2025
USD ($)
Percentile
|
Mar. 30, 2024
USD ($)
Percentile
|
Apr. 01, 2023
USD ($)
Percentile
|
Apr. 02, 2022
USD ($)
Percentile
|
Apr. 03, 2021
USD ($)
Percentile
|
| Pay vs Performance Disclosure |
|
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|
|
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|
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|
| Pay vs Performance Disclosure, Table |
|
|
|
|
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 NEOs 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 NEOs. 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 CD&A above.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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| |
|
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|
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|
Value of Initial Fixed
$100
Investment Based on |
|
|
|
|
|
|
Summary
Compensation
Table (SCT)
Total for
Mr. Darrell |
|
Compensation
Actually Paid
(CAP) to
Mr. Darrell |
|
Summary
Compensation
Table (SCT)
Total for |
|
Compensation
Actually Paid
(CAP) to
Mr. Dorer |
|
Summary
Compensation
Table (SCT)
Total for |
|
Compensation Actually Paid (CAP) to Mr. Rendle ($) (2) |
|
|
|
|
|
|
|
S&P 1500 Apparel, Accessories & Luxury Goods Subindustry Index TSR ($) (6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
$10,729,899 |
|
|
|
|
$11,786,745 |
|
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
$ |
3,585,721 |
|
|
|
|
$3,896,671 |
|
|
|
|
$32.17 |
|
|
|
|
$110.02 |
|
|
|
|
$(189.72 |
) |
|
|
|
69th percentile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2024 |
|
|
|
13,535,399 |
|
|
|
|
9,552,700 |
|
|
|
|
1,971,941 |
|
|
|
|
1,155,850 |
|
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
|
4,630,927 |
|
|
|
|
3,345,820 |
|
|
|
|
30.81 |
|
|
|
|
128.20 |
|
|
|
|
(968.88 |
) |
|
|
|
2nd percentile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
|
3,037,566 |
|
|
|
|
2,725,023 |
|
|
|
$ |
11,485,534 |
|
|
|
$ |
(9,632,882 |
) |
|
|
|
4,588,662 |
|
|
|
|
428,117 |
|
|
|
|
44.13 |
|
|
|
|
131.21 |
|
|
|
|
118.59 |
|
|
|
|
0th percentile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
N/A |
|
|
|
|
N//A |
|
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
|
15,423,153 |
|
|
|
|
3,060,425 |
|
|
|
|
5,284,304 |
|
|
|
|
988,855 |
|
|
|
|
103.36 |
|
|
|
|
166.43 |
|
|
|
|
1,386.94 |
|
|
|
|
12th percentile |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
N/A |
|
|
|
|
N//A |
|
|
|
|
N/A |
|
|
|
|
N/A |
|
|
|
|
15,782,405 |
|
|
|
|
24,664,101 |
|
|
|
|
4,244,022 |
|
|
|
|
6,511,273 |
|
|
|
|
141.12 |
|
|
|
|
197.11 |
|
|
|
|
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: |
|
|
|
|
|
|
|
|
|
|
|
PEO |
|
|
Mr. Darrell |
|
|
|
SCT Total compensation ($) |
|
|
10,729,899 |
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(6,725,003 |
) |
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
9,256,279 |
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
(1,410,006 |
) |
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
(64,424 |
) |
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
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 ($) |
|
|
11,786,745 |
|
| (3) |
The dollar amounts in this column represent the average of the amounts of total compensation reported for our NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer, and Rendle) in the “Total” column of the Summary Compensation Table in each applicable year. NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2025, Messrs. Vogel, Scabbia Guerrini, Hyder, and Puckett and Ms. Sim; (ii) for fiscal 2024, Messrs. Puckett, Bailey, Scabbia Guerrini, and Hyder and Ms. Otto; (iii) for fiscal 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (iv) for fiscal 2022, Messrs. Puckett, Bailey, Scabbia Guerrini, Murray who served as our Global Brand President, The North Face until May 2022 and Roe who served as our Executive Vice President and Chief Financial Officer until May 2021; and (v) for fiscal 2021, Messrs. Roe, Bailey, Scabbia Guerrini and Murray. |
| (4) |
The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following adjustments were made to the average total compensation of the NEOs as a group (other than the PEO) for fiscal 2025 to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in fiscal 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 3 |
|
|
|
SCT Total compensation ($) |
|
|
3,585,721 |
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(1,971,037 |
) |
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
2,409,183 |
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
(92,540 |
) |
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
(19,241 |
) |
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
(10,015 |
) |
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
(37,031 |
) |
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
31,631 |
|
|
|
Compensation Actually Paid ($) |
|
|
3,896,671 |
|
| (5) |
For the relevant year, represents the cumulative TSR of VF for the 52-week measurement periods ended on March 29, 2025, 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 29, 2025, 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 29, 2025, March 30, 2024, April 1, 2023, April 2, 2022 and April 3, 2021. |
| (8) |
Company-selected Measure is our one-year TSR relative to the TSR of the applicable S&P Index (the S&P 600 Consumer Discretionary Index for fiscal 2025 and the S&P 500 Consumer Discretionary Index for all other fiscal years) over the same period (“one-year rTSR”). One-year rTSR represents the most important financial measure (as determined by the Company) used to link CAP to our NEOs to Company performance for the most recently completed fiscal year. |
|
|
|
|
|
| Company Selected Measure Name |
|
|
|
|
one-year TSR
|
|
|
|
|
| Named Executive Officers, Footnote |
|
|
|
|
| (3) |
The dollar amounts in this column represent the average of the amounts of total compensation reported for our NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer, and Rendle) 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 fiscal 2025, Messrs. Vogel, Scabbia Guerrini, Hyder, and Puckett and Ms. Sim; (ii) for fiscal 2024, Messrs. Puckett, Bailey, Scabbia Guerrini, and Hyder and Ms. Otto; (iii) for fiscal 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (iv) for fiscal 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 (v) for fiscal 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 29, 2025, March 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
$ 10,729,899
|
|
|
|
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
$ 11,786,745
|
|
|
|
|
| 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 ($) |
|
|
10,729,899 |
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(6,725,003 |
) |
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
9,256,279 |
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
(1,410,006 |
) |
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
(64,424 |
) |
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
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 ($) |
|
|
11,786,745 |
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
|
|
|
|
$ 3,585,721
|
$ 4,630,927
|
$ 4,588,662
|
$ 5,284,304
|
$ 4,244,022
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
|
|
|
|
$ 3,896,671
|
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 fiscal 2025 to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in fiscal 2025: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Note 3 |
|
|
|
SCT Total compensation ($) |
|
|
3,585,721 |
|
|
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) |
|
|
(1,971,037 |
) |
|
|
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) |
|
|
2,409,183 |
|
|
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) |
|
|
(92,540 |
) |
|
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) |
|
|
(19,241 |
) |
|
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) |
|
|
(10,015 |
) |
|
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) |
|
|
(37,031 |
) |
|
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) |
|
|
31,631 |
|
|
|
Compensation Actually Paid ($) |
|
|
3,896,671 |
|
|
|
|
|
|
| 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 NEOs for fiscal 2025 to VF’s performance are as follows:
|
|
|
|
|
| Total Shareholder Return Amount |
|
|
|
|
$ 32.17
|
30.81
|
44.13
|
103.36
|
141.12
|
| Peer Group Total Shareholder Return Amount |
|
|
|
|
110.02
|
128.2
|
131.21
|
166.43
|
197.11
|
| Net Income (Loss) |
|
|
|
|
$ (189,720,000)
|
$ (968,880,000)
|
$ 118,590,000
|
$ 1,386,940,000
|
$ 407,900,000
|
| Company Selected Measure Amount | Percentile |
|
|
|
|
69
|
2
|
0
|
12
|
5
|
| Measure:: 1 |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Name |
|
|
|
|
One-year rTSR
|
|
|
|
|
| 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 |
|
|
|
|
$ 10,729,899
|
$ 13,535,399
|
|
|
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
$ 11,786,745
|
9,552,700
|
|
|
|
| PEO Name |
|
|
Mr. Darrell
|
|
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 | Pension Adjustments Service Cost |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
$ 0
|
|
|
|
|
| PEO | Pension Adjustments Prior Service Cost |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
|
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
9,256,279
|
|
|
|
|
| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(1,410,006)
|
|
|
|
|
| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(64,424)
|
|
|
|
|
| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
0
|
|
|
|
|
| PEO | Stock and Option Award Values [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(6,725,003)
|
|
|
|
|
| Non-PEO NEO | Pension Adjustments Service Cost |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(37,031)
|
|
|
|
|
| Non-PEO NEO | Pension Adjustments Prior Service Cost |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
31,631
|
|
|
|
|
| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
2,409,183
|
|
|
|
|
| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(92,540)
|
|
|
|
|
| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(19,241)
|
|
|
|
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
(10,015)
|
|
|
|
|
| Non-PEO NEO | Stock and Option Award Values [Member] |
|
|
|
|
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
|
|
|
|
| Adjustment to Compensation, Amount |
|
|
|
|
$ (1,971,037)
|
|
|
|
|