VF CORPORATION

June 12, 2023

Dear Fellow Shareholders:

We are pleased to invite you to the 2023 Annual Meeting of Shareholders of VF Corporation, to be held Tuesday, July 25, 2023, live via the Internet at www.virtualshareholdermeeting.com/VFC2023, commencing at 10:30 a.m., Mountain Time. After careful consideration, our Board of Directors has determined to once again hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for VF at this time, as it enables engagement with our shareholders, regardless of size, resources, or physical location. Shareholders will not be able to attend the meeting in person.

We are committed to ensuring that shareholders who attend the virtual meeting are afforded the same rights and opportunities to participate as they would at an in-person meeting, using online tools to ensure shareholder access and participation. To attend the meeting, shareholders must visit www.virtualshareholdermeeting.com/VFC2023 and enter their control number included on the Notice of Internet Availability of Proxy Materials (the “Notice”), on the proxy card, or on the instructions that accompany the proxy materials. To submit a question, shareholders must visit www.proxyvote.com, enter their control number, and follow the instructions to submit a question not later than 5:00 p.m., Eastern Time, on Friday, July 21, 2023.

At the meeting, shareholders will be asked to vote on (i) the election of directors; (ii) approval of the compensation of named executive officers as disclosed in this proxy statement; (iii) the frequency of future advisory votes on executive compensation; (iv) ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2024; and (v) such other matters as may properly come before the meeting.

Your Board of Directors recommends a vote “FOR” the election of the persons nominated to serve as directors, “FOR” the approval of compensation of named executive officers as disclosed in this proxy statement, “ONE YEAR” on the frequency of future advisory votes on executive compensation, and “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm. Regardless of the number of shares you own or whether you plan to attend the virtual meeting, it is important that your shares be represented and voted at the meeting.

On or about June 12, 2023, we will begin mailing the Notice to all shareholders of record on our books at the close of business on May 30, 2023, the record date for the meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.

You may vote by attending the virtual meeting or you may vote your shares via the Internet, via a toll-free telephone number, or by signing, dating and mailing a completed proxy card, as explained in the “About the Meeting” section of the attached proxy statement.

Your interest and participation in the affairs of VF are most appreciated.

Sincerely,

Richard Carucci

Interim Chair of the Board

VF CORPORATION

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held July 25, 2023

June 12, 2023

To the Shareholders of VF CORPORATION:

The Annual Meeting of Shareholders of VF Corporation will be held live via the Internet at www.virtualshareholdermeeting.com/VFC2023, on Tuesday, July 25, 2023, at 10:30 a.m., Mountain Time, for the following purposes:

A copy of VF’s Annual Report for fiscal 2023 is included for your information.

Only shareholders of record as of the close of business on May 30, 2023 are entitled to notice of and to vote at the meeting.

To attend the meeting, shareholders must visit www.virtualshareholdermeeting.com/VFC2023 and enter their control number. Shareholders may submit questions for the meeting by visiting www.proxyvote.com and following the instructions to submit a question prior to 5:00 p.m., Eastern Time, on Friday, July 21, 2023. Shareholders will not be able to attend the meeting in person.

By Order of the Board of Directors

Jennifer S. Sim

Executive Vice President,

General Counsel and Secretary

YOUR VOTE IS IMPORTANT

You are urged to vote your shares via the Internet, through our toll-free telephone number,

or by signing, dating and promptly returning your completed proxy card.

TABLE OF CONTENTS

This proxy statement contains forward-looking statements. All statements other than statements of historical or current facts, including statements regarding our future financial performance and shareholder value and expected results from execution of strategic priorities, made in this document are forward-looking. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Actual results could differ materially for a variety of reasons. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our Annual Report on Form 10-K for the fiscal year ended April 1, 2023.

VF CORPORATION

PROXY STATEMENT

For the 2023 Annual Meeting of Shareholders

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of VF Corporation to be voted at VF’s Annual Meeting of Shareholders on July 25, 2023 and any adjournments of the meeting. All share and per share data included in this proxy statement, including performance goals under compensation plans set on a per share basis, reflect adjustments made in connection with the separation of VF’s Jeanswear and VF Outlet^TM business on May 22, 2019 (the “Spin-off”). The information contained on vfc.com or any other website referred to is provided for reference only and is not incorporated by reference into this proxy statement.

On or around June 12, 2023, we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record as of May 30, 2023, the record date for the meeting. The Notice directs shareholders to a website where they can access our proxy materials, including this proxy statement and our Annual Report for fiscal 2023. Shareholders may also view instructions regarding how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD

ON JULY 25, 2023

This proxy statement and our Annual Report for fiscal 2023 are available at

www.virtualshareholdermeeting.com/VFC2023.

NOMINEES

Our Board selected the nominees based on their experience, qualifications, attributes and skills and the belief that each can make unique and substantial contributions to VF. Together, our nominees bring to our Board a vast array of public company and multi-brand consumer product company experience, and domestic and international business experience. In addition, our nominees represent diverse viewpoints and bring a blend of historical and new perspectives about VF as a result of their varied lengths of tenure as our directors. Our Board believes, in totality, this mix of attributes among the nominees enhances our Board’s independent leadership and effectiveness and complements VF’s business and organizational complexities and long-term strategy.

The following graphics reflect certain background and demographic information of the director nominees for the annual meeting:

BOARD SKILLS AND EXPERIENCE AND DEMOGRAPHIC BACKGROUNDS

Our Board has a breadth of skills, experiences, and demographic backgrounds and is committed to reviewing periodically its composition so that it continues to have the right mix of these attributes. We believe that our Board has demonstrated leadership in a variety of positions across various professions and industries. The following chart is not intended to be an exhaustive list of each director’s skills, experience and personal attributes, as each of them also contributes other important skills, experience, expertise and personal attributes to our Board that are not reflected in the chart. The skills and experience described below are those reviewed by the Governance and Corporate Responsibility Committee and the Board in making nomination decisions, as part of the Board succession planning process, and to identify opportunities for Board education.

SKILLS/EXPERIENCE

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Global Perspective

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CEO Leadership

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Finance

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IT/Cybersecurity/Privacy

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Brand Management

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DEMOGRAPHICS

Female

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African American/Black

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IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR

The Board of Directors believes directors should possess backgrounds, qualifications, attributes and skills that, when taken together, provide VF with a broad range of experience. The Governance and Corporate Responsibility Committee identifies potential candidates that are proposed by Board members, management, third-party search firms and our shareholders. The Board and the Committee consider the qualifications of directors individually, and in the broader context of the Board’s overall composition, and VF’s current and future needs as well as past contributions to the Board of sitting directors, including as part of the Board’s annual self-evaluation process. Candidates are selected for their character, judgment, business experience, acumen, independence and commitment to VF and service on the Board. Board members are selected to represent all shareholders and not any particular constituency. In accordance with VF’s Corporate Governance Principles, the Committee considers diversity of experience and background in selecting nominees, and includes qualified female, gender, and racially/ethnically diverse candidates in the initial list of candidates from which any new independent director nominee is chosen by the Board. The Committee considers this policy to have been effective to date in identifying and evaluating diverse candidates.

Any shareholder who wishes to recommend a candidate for consideration by the Governance and Corporate Responsibility Committee for nomination at an annual meeting should submit a written recommendation to the Secretary of VF. If the Committee does not recommend a nominee proposed by a shareholder for election as a director, then the shareholder seeking to propose the nominee would have to follow the formal nomination procedures set forth in VF’s By-Laws. VF’s By-Laws provide that a shareholder may nominate a person for election as a director if written notice of the shareholder’s intent to nominate a person for election as a director is received by the Secretary of VF (1) in the case of an annual meeting, not more than 150 days and not less than 120 days before the anniversary of the date VF mailed its proxy materials for the prior year’s annual meeting, or (2) in the case of a special meeting at which directors are to be elected, no later than seven days following the day on which notice of the meeting was first mailed to shareholders. The notice must contain specified information about the shareholder and the nominee, including such information as would be required to be included in a proxy statement pursuant to the rules and regulations established by the U.S. Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, among other things, include 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. The Committee’s policy with regard to consideration of any potential director is the same for candidates recommended by shareholders and candidates identified by other means. Eligible shareholders may also nominate and include in our annual meeting proxy materials director nominees pursuant to the proxy access provisions in Article I, Section 13 of VF’s By-Laws.

Corporate Governance Principles

VF’s Board of Directors has a long-standing commitment to sound and effective corporate governance practices. A foundation of VF’s corporate governance is the Board’s policy that a substantial majority of the members of the Board should be independent. This policy is included in the Board’s written Corporate Governance Principles, which address a number of other important governance issues such as:

In addition, the Board of Directors for many years has had in place formal charters stating the powers and responsibilities of each of its committees.

The Board expects individual directors to allot sufficient time and attention to VF matters and to use their judgment and consider all of their commitments when accepting additional directorships on other corporations or charitable organizations. The Board also recognizes that some directors have the time and ability to maintain the focus and commitment expected at the Board and committee meetings as well as those of other public companies. Our Corporate Governance Principles provide that a director should not serve on the boards of more than four public companies (including ours) or, if the director is an executive officer of a publicly traded company, on the boards of more than two public companies (including ours). Additionally, a director who serves on our Audit Committee may not serve on more than two other public company audit committees unless the Board (i) determines that such simultaneous service would not impair the director’s ability to effectively serve on our Audit Committee and (ii) discloses such determination in our annual proxy statement. The Board believes that our policy strikes the right balance by allowing for the depth and breadth of experience gained through membership on other boards and the time commitment needed for engaged board service.

The Board believes that a rigorous evaluation process is an essential component of strong corporate governance practices. The Interim Chair, or an independent director designated by the Interim Chair, personally interviews all members of the Board and senior management to obtain candid feedback on the performance of the Board as a whole as well as individual director performance.

The Board’s Corporate Governance Principles, the Audit, Governance and Corporate Responsibility, Talent and Compensation and Finance Committee charters, Code of Business Conduct applicable to the principal executive officer, the principal financial officer, and the principal accounting officer as well as other employees and all directors of VF, and other corporate governance information are available on VF’s website (www.vfc.com) and will be provided free of charge to any person upon request directed to the Secretary of VF at P.O. Box 13919, Denver, Colorado 80201.

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 3 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. PNC Bank, N.A. also served as one of several underwriters to VF’s senior notes offering which closed in March 2023. The senior notes offering was entered in the ordinary course of business, was made on substantially the same terms, including interest rates and underwriting discounts, as those prevailing at the time for comparable investment-grade debt offerings, and did not 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

Nine 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 nine of VF’s ten 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, Lang, and Roberts and Messrs. Carucci, Cho, Hoplamazian, McMullen, Otis, and Shattock are independent directors, and that Mr. Dorer 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 Chairman 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 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.

During fiscal 2023, VF’s Board of Directors held thirteen meetings. Under VF’s Corporate Governance Principles, directors are expected to attend all meetings of the Board, all meetings of committees of which they are members and the annual meetings of shareholders. Every current member of the Board, since the time of his or her election to the Board, attended at least 75% of the total number of meetings of the Board and all committees on which he or she served during fiscal 2023, and every member of the Board who was a Board member in July 2022 attended the Annual Meeting of Shareholders in July 2022.

Board Committees and Their Responsibilities

The Board has Executive, Audit, Finance, Governance and Corporate Responsibility, and Talent and Compensation Committees. The Board has determined that each of the members of the Audit, Governance and Corporate Responsibility and Talent and Compensation Committees is independent. Each of these committees is governed by a written charter approved by the Board of Directors. Each is required to perform an annual self-evaluation, and each committee may engage outside independent advisors as the committee deems appropriate. A brief description of the responsibilities of the Audit, Finance, Governance and Corporate Responsibility and Talent and Compensation Committees follows.

Audit Committee: The Audit Committee monitors and makes recommendations to the Board concerning the financial reporting policies and procedures to be observed in the conduct of VF’s affairs. Its duties include:

As of the date of this proxy statement, the members of the Committee are Messrs. McMullen (Chair), Carucci, Cho, and Otis and Ms. Roberts. The Committee held ten meetings during fiscal 2023. The Board of Directors has determined that all of the members of the Committee are independent as independence for audit committee members is defined in the Listing Standards of the NYSE and the SEC regulations and that all are financially literate. The Board of Directors has further determined that Messrs. Carucci, McMullen, and Otis and Ms. Roberts qualify as “audit committee financial experts” in accordance with the definition of “audit committee financial expert” set forth in the SEC regulations and have accounting and related financial management expertise within the meaning of the Listing Standards of the NYSE. Messrs. Carucci, McMullen, and Otis and Ms. Roberts acquired those attributes through acting as or actively overseeing a principal financial officer or principal accounting officer of a public company. Each of them has experience overseeing or assessing the performance of companies with respect to the evaluation of financial statements.

Finance Committee: The Finance Committee monitors and makes recommendations to the Board concerning the financial policies and procedures of VF. The responsibilities of the Committee include reviewing and recommending to the Board, as appropriate, actions concerning:

As of the date of this proxy statement, the members of the Committee are Messrs. Hoplamazian and Shattock and Mses. Lang and Roberts (Chair). Mr. Dorer serves as an ex officio member of the Committee. The Committee held five meetings during fiscal 2023.

Governance and Corporate Responsibility Committee: The responsibilities of the Governance and Corporate Responsibility Committee include:

The Committee annually evaluates each director to determine his or her fitness and appropriateness for continued service on the Board. As of the date of this proxy statement, the members of the Committee are Messrs. Carucci (Chair), Cho, McMullen, and Otis and Ms. Chugg. The Committee held five meetings during fiscal 2023.

Talent and Compensation Committee: The Talent and Compensation Committee (the “Compensation Committee”) has the authority to discharge the Board’s responsibilities relating to compensation of VF’s executives and to review and make recommendations to the Board concerning compensation and benefits for key employees. The responsibilities of the Compensation Committee include:

The Compensation Committee has the authority to retain or obtain the advice of any compensation consultant, legal counsel or other adviser. The Compensation Committee may only select a compensation consultant, legal counsel or other adviser after taking into consideration the factors that affect the independence of such advisers as identified by the SEC and the NYSE. The Compensation Committee has retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant to assist the Compensation Committee in accomplishing its objectives. Meridian has no relationship with VF other than providing services to the Compensation Committee.

The Chief Executive Officer makes his performance evaluation comments and recommendations to the Compensation Committee regarding compensation for executives reporting directly to him, referring to peer group data as appropriate. The Compensation Committee has the authority to form and delegate authority to subcommittees as it deems appropriate.

The role of the Compensation Committee, the compensation consultant and management in executive compensation is discussed in further detail in the Compensation Discussion and Analysis below. As of the date of this proxy statement, the members of the Compensation Committee are Messrs. Hoplamazian, and Shattock and Mses. Chugg (Chair) and Lang. The Compensation Committee held six meetings during fiscal 2023.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the members of the Compensation Committee (i) has ever been an officer or employee of VF, (ii) had any relationship requiring disclosure by VF under the rules and regulations established by the SEC, or (iii) is an executive officer of another entity at which one of VF’s executive officers serves on the board of directors. None of VF’s executive officers has served during fiscal 2023 as a director or a member of the compensation committee of another entity, one of whose executive officers serves as a member of the VF Board of Directors or Compensation Committee.

BOARD LEADERSHIP STRUCTURE

The Board believes that it may be in the best interests of VF and its shareholders for one person to serve as Chair and Chief Executive Officer, and this combination served VF well for many years. However, the Board recognizes that there might be circumstances under which the best interests of VF and its shareholders require separation of these offices. Upon Mr. Rendle’s retirement in December 2022, Mr. Dorer was appointed Interim President and Chief Executive Officer

and Mr. Carucci was appointed Interim Chair of the Board. The Board believes that separation of the Chair and Chief Executive Officer roles is the most effective leadership structure for VF during its ongoing search for a permanent Chief Executive Officer.

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 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 and long-term strategies and employs the following practices to execute its oversight responsibilities:

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:

While the Board and its committees have responsibility for general risk oversight, management is charged with managing risk, as described in “VF’s Approach to Enterprise Risk Management” below. Throughout the year, the Board and its committees receive updates from management regarding specific potential risks and trends as necessary. At each Board meeting, the Chair has the opportunity to discuss in executive session matters of particular importance or concern, including any significant, evolving or nascent risks that may be of concern to the Board. In addition, the Board consults

with external advisors, including auditors, outside legal counsel, consultants and industry experts, to ensure that it is well informed about the risks and opportunities facing VF.

VF’S APPROACH TO ENTERPRISE RISK MANAGEMENT

Effective risk management is critical to VF’s success. In accordance with NYSE requirements and the Audit Committee charter, the Audit Committee has primary responsibility for reviewing VF’s risk management matters and plans, including enterprise risk management, overseeing VF’s risk management processes, and reviewing the status of compliance with material laws, regulations, and internal procedures, contingent liabilities and risks that may be material to VF. In addition, the Audit Committee is responsible for overseeing the scope and adequacy of VF’s system of internal controls over external financial reporting. The Audit Committee stays apprised of significant actual and potential risks faced by VF in part through review of quarterly reports of VF’s top enterprise risks. These reports denote whether primary oversight of each risk resides with a particular Board committee or the full Board. In addition, each of the key enterprise risks is mapped to the appropriate member of VF’s senior leadership team for oversight, based on the nature of the risk. VF’s Vice President of Enterprise Risk Management leads risk discussions throughout the year with VF’s senior leadership team which include reviews of the status and mitigation efforts of VF’s top enterprise risks.

CYBERSECURITY AND INFORMATION SECURITY RISK OVERSIGHT

We place a high priority on securing confidential business information and the personal information we receive and store about our customers and employees. We have systems in place to securely receive and store that information and to detect, contain, and respond to data security incidents. We also have a cybersecurity and information security training and compliance program in place to support our teams who work in areas of cybersecurity and information security risk. As part of this program, VF associates who have access to confidential information receive training at least annually on cybersecurity and information security. To respond to the threat of security breaches and cyberattacks, VF maintains a program, overseen by VF’s Chief Information Security Officer, that is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, VF. This program also includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. VF also maintains a cybersecurity and information security risk insurance policy. VF has not experienced a material cybersecurity or information security breach in the last three years. Oversight responsibility in this area is shared by the Board, its Audit Committee, and management. Management receives a cybersecurity and information security maturity assessment from a third-party assessor biannually to gain an independent view of our cybersecurity and information security program. The Board receives an annual update from VF senior leadership on cybersecurity and information security matters. The Audit Committee receives reports from VF senior leadership, including the Chief Information Security Officer. In fiscal 2023, the Audit Committee received reports from VF senior leadership at two regularly scheduled meetings of the Audit Committee. The Audit Committee regularly briefs the Board on these matters, and the Board also receives periodic briefings on cyber threats to enhance our directors’ literacy on cybersecurity and information security issues. In fiscal 2023, the Board received an update on cybersecurity and information security risk from VF senior leadership, and participated in an education session on cybersecurity risk oversight, cybersecurity strategy and cybersecurity threat trends led by the Chief Information Security Officer of a global telecommunications company.

Shareholder Communications with our Board of Directors

Anyone wishing to communicate directly with one or more members of the Board of Directors or with the non-management members of the Board of Directors as a group (including the directors who preside at meetings or executive sessions of non-management directors) may contact the Chair of the Governance and Corporate Responsibility Committee, c/o the Secretary of VF at P.O. Box 13919, Denver, Colorado 80201, or call the VF Ethics Helpline at 1-866-492-3370 or send an email message to corpgov@vfc.com. The Secretary forwards all such communications, other than solicitations and frivolous communications, to the Chair of the Governance and Corporate Responsibility Committee.

Directors’ Compensation

The primary components of compensation for our non-employee directors are cash retainers, Lead Director or Chair and Committee Chair fees and equity-based grants of nonqualified stock options to purchase shares of VF Common Stock and restricted awards (restricted stock or restricted stock units (“RSUs”)) under VF’s 1996 Stock Compensation Plan. The Board sets directors’ compensation annually based on analysis of information provided by the independent compensation consultant to the Compensation Committee regarding director compensation at publicly traded companies of a size comparable to VF. The following describes our fiscal 2023 non-employee director compensation:

Mr. Dorer, the only director who is an employee of VF, does not receive any compensation in addition to his regular compensation as our Interim President and CEO for service on the Board and attendance at meetings of the Board or any of its committees. Mr. Dorer received compensation for his service as a non-employee director for the fiscal 2023 period until his appointment as our Interim President and CEO on December 2, 2022. These amounts are reported in the Summary Compensation Table. VF does not provide pension, medical or life insurance benefits to its non-employee directors.

Each non-employee director may elect to defer all or part of his or her retainer and fees into equivalent units of VF Common Stock under the VF Deferred Savings Plan for Non-Employee Directors. All VF Common Stock equivalent units receive dividend equivalents. Deferred sums, including VF Common Stock equivalent units, are payable in cash to the participant upon termination of service or such later date specified in advance by the participant. Six directors elected to defer all of their cash compensation in both calendar years 2022 and 2023.

VF reimburses non-employee directors for travel and lodging expenses incurred in the performance of their duties. Directors traveling on VF business are covered by VF’s business travel accident insurance policy which generally covers all VF employees and directors. Directors are encouraged to attend formal training programs in areas relevant to the discharge of their duties as directors. VF reimburses expenses incurred by directors attending such programs. Directors are also eligible for discounts on VF products equal to discounts available to all employees of VF.

FISCAL 2023 INDEPENDENT DIRECTOR COMPENSATION

Compensation Discussion and Analysis beginning on page 24 aligns with our pay-for-performance philosophy, and is structured to drive financial and operational performance and long-term shareholder value creation.

As discussed below in the Compensation Discussion and Analysis, compensation in fiscal 2023 for each named executive officer was consistent with our pay-for-performance philosophy.

Although, as an advisory vote, this proposal is not binding upon VF or the Board, the Compensation Committee, which is composed solely of independent directors and is responsible for making decisions regarding the amount and form of compensation paid to VF’s executive officers, will carefully consider the shareholder vote on this matter, along with other expressions of shareholder views it receives on specific policies and desirable actions. If there are a significant number of unfavorable votes, we will seek to understand the concerns that influenced the vote and address them in making future decisions affecting the executive compensation program.

The VF Board of Directors unanimously recommends that you vote “FOR” the approval of the compensation of named executive officers as disclosed in this proxy statement.

Throughout fiscal 2023 we took decisive actions to improve our operating performance and position VF for long-term, sustainable and profitable growth. We took steps across the organization to sharpen our focus on the biggest consumer opportunities within our brand portfolio and implemented a cross-functional cost savings plan. We also took aggressive action to course-correct on our supply chain challenges. In early calendar 2023, we took the financially prudent step to reset the dividend toward our targeted payout ratio of approximately 50% of net income. As we navigate the short-term headwinds described above, we will continue to make strategic investments in our portfolio of iconic, deeply loved brands and support them with strong enterprise capabilities. The executive compensation program described in this Compensation Discussion and Analysis aligns with our pay-for-performance philosophy, and is structured to drive financial and operational performance and long-term shareholder value creation.

Impact of Fiscal 2023 Performance on Incentive Payouts

Given our overall financial performance in fiscal 2023, the Talent and Compensation Committee (the “Committee”) determined that VF’s performance against pre-established enterprise financial metrics under VF’s Annual Incentive Plan (“AIP”) for fiscal 2023, which was weighted 80% for our executives, resulted in no payout for those enterprise financial metrics. In assessing the remaining 20% weighting of Individual Strategic Objectives under VF’s fiscal 2023 AIP, which focused on People (talent, inclusion, diversity, and equity), Purpose (environmental and social), Culture (employee engagement and high performance culture) and Governance (risk management, behavior, ethics) goals, as well as each executive’s area of accountability, the Committee determined to assess payouts for our NEOs based on financial performance of their areas of accountability only, because VF performed below the minimum pre-established financial thresholds for the VF enterprise financial metrics. Thus, the Committee awarded a payout under the fiscal 2023 AIP only to Mr. Scabbia Guerrini and Ms. Otto to recognize the financial performance of their areas of accountability. Messrs. Puckett and Bailey did not receive any payouts under the fiscal 2023 AIP due to the overall lagging performance results for their areas of accountability. Mr. Dorer was not eligible to participate in the AIP due to the transitional nature of his role as Interim CEO, and Mr. Rendle forfeited any AIP payout as a result of his retirement. The performance payout under VF’s Mid-Term Incentive Plan (“MTIP”) for the fiscal 2021-2023 performance period was at 3% of target. Details of performance achieved against fiscal 2023 AIP goals can be found on page 37 and on page 39 for fiscal 2021-2023 MTIP goals.

CEO Target and Realizable Compensation

In the above graphic for Mr. Rendle, “Target Total Compensation” includes base salary, target annual incentive, and target long-term incentive award values (performance-based restricted stock units (“PRSUs”) and stock options), and for fiscal 2023, includes base salary paid through Mr. Rendle’s retirement on December 2, 2022, a target bonus amount of 200% of salary in effect through his retirement date, and his target long-term incentive award value. In the above graphic for Mr. Rendle, “Realizable Compensation” includes actual base salary received, actual annual incentive, actual PRSU payout for fiscal 2021, target PRSU payout for fiscal 2022, and the intrinsic value of stock options. All equity is valued using the $22.91 closing market price of VF’s Common Stock on March 31, 2023, the last trading day of VF’s fiscal 2023.

Mr. Rendle retired as our President, CEO and Chair of the Board on December 2, 2022. As a result of his retirement, Mr. Rendle forfeited any payouts with respect to the fiscal 2023 AIP and fiscal 2023-2025 MTIP award opportunities. The stock options granted to Mr. Rendle in fiscal 2023 were also forfeited. As a result, Mr. Rendle’s fiscal 2023 realizable compensation was $943,562, which represents approximately 8% of his fiscal 2023 “total compensation” of $11,485,534 as shown in the Summary Compensation Table on page 49, a decrease of $10,541,972.

In the above graphic for Mr. Dorer, “Target Total Compensation” includes pro-ration of annualized base salary, and target long-term incentive award value (time-based restricted stock units (“RSUs”)), and “Realizable Compensation” includes actual base salary received and the fiscal year-end value of his outstanding RSUs, including dividend equivalents. All equity is valued using the $22.91 closing market price of VF’s Common Stock on March 31, 2023, the last trading day of VF’s fiscal 2023.

Mr. Dorer was appointed Interim CEO on December 2, 2022. Due to the transitional nature of his role, the Committee approved an annual base salary of $1,300,000 and a time-vesting RSU award with a grant date fair value of $2,000,000. Fifty percent of the award vested on June 2, 2023 and the remaining 50% of the award will vest on December 2, 2023, subject to Mr. Dorer’s continued employment through such date. Time-vesting RSUs were selected as the appropriate equity vehicle, based on the expectation that Mr. Dorer would return to being a non-employee director following his Interim CEO service. The Committee also determined that Mr. Dorer would not participate in our AIP or MTIP for fiscal 2023.

VF’s Compensation Principles

Our executive compensation program is designed to align our executives’ interests with those of shareholders, based on the following core principles:

Fiscal 2023 Key Compensation Program Designs

For fiscal 2023 the Committee made design changes to VF’s Annual Incentive Plan and the Long-Term Incentive Plan outlined below to both simplify and drive a re-focus on absolute performance while still maintaining a direct link to relative performance through Total Shareholder Return (“TSR”), and align executives with our short- and long-term strategic priorities, which support long-term shareholder value creation.

Fiscal 2024 Compensation Program Design

Taking into consideration VF’s growth and transformation strategies, our value creation model, and strong governance practices, and in consultation with our independent compensation consultant Meridian Compensation Partners, LLC (“Meridian”), we reviewed our compensation programs during fiscal 2023. Following such review, the Committee made design changes to VF’s AIP for fiscal 2024 to encourage a continued focus on near-term and long-term priorities to drive shareholder value creation.

The Committee changed the weightings of AIP elements so that 50% of the total award focuses on VF Enterprise Metrics, which continue to be split evenly between Total Revenue and Operating Income (unchanged from fiscal 2023), 30% of the award focuses on financial objectives based on each NEO’s individual area of accountability and 20% of the award focuses on a VF Enterprise Scorecard applicable to each NEO equally and measured against pre-set objectives organized around three central pillars key to our short-term strategic priorities: Strategy, Operations and People.

Our PRSUs will continue to be measured on two pre-set growth targets measured over a three-year period, based on VF’s three-year Revenue CAGR (50% weighting) and VF’s three-year Gross Margin Percentage Expansion (50% weighting). PRSUs will be modified by VF’s TSR for the three-year performance period against the TSR of the S&P 500 Consumer Discretionary Index companies.

Our Governance Practices

Our executive compensation practices support good governance and mitigate excessive risk-taking. Below we highlight key compensation practices that we have implemented in our compensation program to promote the interests of shareholders and ensure responsible compensation and governance practices:

End of Executive Summary

2022 Say-on-Pay Results and Shareholder Engagement

At our 2022 Annual Meeting, the advisory say-on-pay proposal received approximately 61% support of the votes cast. Following the 2022 Annual Meeting, we conducted a director-driven extensive shareholder engagement effort, paying particular attention to investors’ concerns regarding our executive compensation program, the alignment between pay and performance and our incentive compensation metrics.

We invited our top 17 shareholders, representing over 59% of outstanding shares, to engage and share their perspectives with us. Our engagement team, comprised of our Chair of the Talent and Compensation Committee and management representatives from our legal, investor relations, human resources and ESG teams, met with 10 shareholders representing over 40% of outstanding shares. Our Chair of the Talent and Compensation Committee participated in many of those meetings, including with six of our largest shareholders representing over 69% of shares held by shareholders who engaged with us during the 2022 fall and winter engagement season. We also engaged with representatives from Institutional Shareholder Services (ISS) to gain their perspective on matters highlighted in their proxy analysis published in advance of our 2022 Annual Meeting.

In our engagement meetings, we discussed with our shareholders, among other topics, reasons for voting against our executive compensation program, pay and performance alignment, incentive compensation metrics, strategic objectives under the AIP, and the use of special equity awards.

A majority of shareholders we met with were generally supportive of our approach to executive compensation and noted favorably the removal of the acquisition modifier to the AIP bonus, our continued use of the three-year performance period in our long-term performance awards and sustainability goals incorporated into our AIP program design.

While shareholders had diverse and sometimes opposing views on various aspects of our executive compensation program, below is a summary of the key feedback themes we heard and the response of the Talent and Compensation Committee:

Feedback from our shareholders is a critical part of VF’s and the Committee’s approach to designing our executive compensation program. Our proactive shareholder engagement program is described in “Corporate Governance at VF – Shareholder Outreach and Engagement” above. We provided an open forum to each shareholder to discuss and comment on any aspects of VF’s executive compensation program or ESG matters. The Committee remains committed to understanding and being responsive to shareholder feedback.

Compensation Programs

The fundamental philosophy of our executive compensation programs is to pay for performance, through the alignment of our executives’ pay to the achievement of short- and long-term business strategies of VF.

Our programs are designed to balance fixed and performance-based compensation components and incentivize responsible achievement of multiple operating goals over one- and three-year periods. For the purpose of valuing total direct compensation, the performance-based elements are valued at their grant date at target levels. Such awards also provide for above- and below-target payout levels and thereby directly motivate executives to achieve VF’s business goals, reward them for achieving and exceeding these goals and reduce compensation below target levels if goals are not achieved. No awards will be earned if a minimum threshold level of performance is not achieved.

Components of our Programs for Fiscal 2023

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 potential and VF’s trading policies. After performing this analysis, the Committee has concluded that the program does not promote excessive or unnecessary risk-taking.

Fiscal 2023 Management Transitions and Fiscal 2023 Compensation Decisions

The following information relates to key management transitions occurring in fiscal 2023 and related compensation decisions, as well as VF’s fiscal 2023 compensation program as applicable to the NEOs.

MR. RENDLE’S RETIREMENT

On December 2, 2022, Mr. Rendle retired as President and CEO and Chair of the Board. In connection with Mr. Rendle’s retirement, Mr. Rendle received compensation in the amounts specified under his existing arrangements for retirement, including base salary through December 2, 2022 and his benefits under VF’s pension and deferred compensation plans that were vested as of such date. Under those arrangements, Mr. Rendle forfeited his fiscal 2023 equity awards, and he was not eligible for any fiscal 2023 payout under our AIP. In connection with Mr. Rendle’s retirement and pursuant to the protective covenants agreement applicable to all VF officers since 2018, Mr. Rendle is eligible to receive an amount equal to his base salary for the duration of the one-year non-competition covenant, payable bi-weekly so long as he does not breach the non-competition covenant applicable to him. Mr. Rendle’s compensation for fiscal 2023 is reflected in the Summary Compensation Table on page 49.

MR. DORER’S APPOINTMENT TO INTERIM PRESIDENT AND CHIEF EXECUTIVE OFFICER

Immediately following the retirement of Mr. Rendle, Mr. Dorer, the Lead Director of our Board, was appointed as our Interim CEO effective December 2, 2022. In consideration for Mr. Dorer’s service as Interim CEO while the search for a permanent CEO is ongoing, the Board approved an annual base salary of $1,300,000 and a time-vesting RSU award with a grant date fair value of $2,000,000. Fifty percent of the RSU award vested on June 2, 2023 and the remaining 50% of the RSU award will vest on December 2, 2023, subject to Mr. Dorer’s continued employment. Time-vesting RSUs were selected as the appropriate equity vehicle, based on the expectation that Mr. Dorer would return to being a non-employee director following his Interim CEO service. During his service as our Interim CEO, Mr. Dorer also receives corporate housing near VF’s global headquarters in Denver, Colorado and commuting benefits between his home in California and Denver. Mr. Dorer’s compensation for fiscal 2023 is reflected in the Summary Compensation Table on page 49. While Mr. Dorer continues to serve as a member of our Board, he does not receive any compensation in addition to his regular employment compensation for service on the Board and attendance at meetings of the Board or any of its committees.

MS. OTTO’S APPOINTMENT TO GLOBAL BRAND PRESIDENT, THE NORTH FACE

Ms. Otto’s appointment to Global Brand President, The North Face effective May 31, 2022 was part of VF’s succession plan in response to Steve Murray’s planned retirement on June 30, 2022. Ms. Otto’s compensation package includes an annual base salary of $625,000, a cash sign-on bonus of $500,000, payable in two installments (one in fiscal 2023 and one in fiscal 2024), an AIP target of 100% of base salary, pro-rated as of her employment start date, a long-term incentive plan award with a target value of $1,000,000, a one-time increase to her long-term incentive plan target award of $1,000,000 (resulting in a fiscal 2023 target long-term incentive plan award with a target value of $2,000,000), and a time-vesting restricted stock award with a grant date fair value of $2,500,000. The restricted stock award will vest in four equal tranches at each of the next four anniversaries of the grant date, as long as she remains employed by VF at the applicable vesting date, subject to certain other terms and conditions. The one-time increase to her fiscal 2023 long-term incentive plan target award and the grant of the restricted stock award was intended to compensate Ms. Otto for awards that she forfeited from her prior employer upon accepting our employment offer. Ms. Otto’s compensation for fiscal 2023 is included in the Summary Compensation Table on page 49.

FISCAL 2023 COMPENSATION DECISIONS

For fiscal 2023, the portions of target total direct compensation for each of the compensation elements for the NEOs were as follows. Mr. Dorer’s target compensation mix reflects the transitional nature of his appointment as our Interim CEO and consists of base salary and time-vesting RSUs. The Committee determined that Mr. Dorer would not participate in our AIP nor receive any long-term performance-based incentive compensation. Ms. Otto’s target compensation mix excludes a cash sign-on bonus, a sign-on restricted stock award and a one-time increase to her long-term incentive award target in fiscal 2023, which was intended to compensate Ms. Otto for incentive-based awards that she forfeited from her prior employer upon accepting our employment offer. Messrs. Bailey and Scabbia Guerrini’s target compensation mix excludes the special equity awards granted to them, as described below in the section entitled “Elements of Compensation – Retention and Special Awards.”

ELEMENTS OF COMPENSATION

BASE SALARY

Base salary is designed to compensate executives for their level of responsibility, skills, experience and sustained individual contribution. Base salary is intended to be targeted around median salary levels for equivalent executive positions at companies in the compensation peer group (as described on page 46, the “Peer Group”). The Committee believes that a base salary targeted around comparable median salary levels within the Peer Group provides the foundation for the total compensation package required to attract, retain and motivate executives in alignment with VF’s business strategies.

Individual salaries for the NEOs are reviewed by the Committee annually, as well as at the time of a promotion or other changes in responsibilities. Each NEO is evaluated annually based on several components: key job responsibilities, key accomplishments and performance against annual goals and objectives. The resulting performance evaluations are presented to the Committee to be used in assessing each component of total compensation for each NEO.

Annual base salary increases for each NEO are based on (i) individual specific characteristics, including tenure in position and an assessment of the individual’s performance, (ii) the range around the median comparable salary of the Peer Group for the individual’s position, and (iii) VF’s overall merit increase budget for salaries. In addition, the Committee considers substantial increases in an executive’s responsibilities in setting base salary increases. Generally, base salaries of the NEOs are approved by the Committee and, in the case of the CEO’s base salary, approved by the full Board.

Fiscal 2023 Base Salary Decisions

For fiscal 2023, the Committee reviewed the base salaries for our NEOs and made adjustments effective April 1, 2022, excluding (i) Mr. Rendle, our former CEO, whose salary remained unchanged from fiscal 2022 to fiscal 2023, (ii) Ms. Otto, who was appointed to the position of Global Brand President, The North Face on May 31, 2022 and (iii) Mr. Dorer, who was appointed to the position of Interim CEO on December 2, 2022. Annual base salary rates for the NEOs for fiscal 2022 and fiscal 2023 are set forth below. The Committee approved increases to Messrs. Puckett, Bailey and Scabbia Guerrini’s base salary to align their fixed compensation more closely around the median comparable salary of the Peer Group for similar executive positions.

ANNUAL INCENTIVE AWARDS

VF maintains the AIP as a cash incentive plan for the NEOs. The AIP focuses executive attention on annual VF performance as measured by pre-established goals. The incentives are designed to motivate VF’s executives by providing payments for achieving and exceeding goals related to VF’s annual business plan and strategic priorities. The AIP framework also applies to all eligible participants, including employees who are not NEOs, and payouts as a percentage of target for all eligible participants are aligned with such payouts for the NEOs.

The Committee used the competitive external Peer Group Data described below to assist it in establishing targeted awards for each NEO under the AIP. The Committee establishes each NEO’s targeted annual incentive opportunity under the AIP after consideration of compensation data and the recommendations of the CEO (with respect to the NEOs other than the CEO) and the Committee’s independent consultant. The Committee also makes a general assessment as to the relative amounts of annual incentives for the NEOs to make sure they are, in the Committee’s judgment, fair and reasonable.

The annual cash incentive targets from fiscal 2022 to fiscal 2023 for the NEOs, as well as the fiscal 2023 payout range, are set forth below (except for Mr. Dorer who did not participate in the AIP in fiscal 2023 due to the interim nature of his employment):

Fiscal 2023 Performance Goals and Metrics

Under the AIP, performance goals are set each year by the Committee. Taking into consideration the continued impact of the COVID-19 pandemic on our business, primarily driven by zero-tolerance policies in China and supply chain disruptions in other Asian countries, counter-balanced by stronger consumer sentiment and increased retail foot traffic in other countries in spite of inflation concerns, for fiscal 2023 the Committee made changes to VF’s compensation programs as described below. Changes made to VF’s AIP performance goals for fiscal 2023 were made to both simplify and drive a focus on absolute performance. VF’s Mid-Term Incentive Plan continues to maintain a direct link to relative performance through TSR. The emphasis on absolute financial goals focused on revenue, operating income, and gross margin, coupled with TSR linkage, aligns executives with our short and long-term strategic priorities, which support long-term shareholder value creation.

Fiscal 2023 Performance Goals

In summary, the Committee chose the following absolute goals as the most impactful drivers of VF’s strategic growth plans and its return to business and earnings growth for fiscal 2023:

The Committee established target performance goals as described below to determine the actual payouts to the executives. While it is the policy of the Committee to provide opportunities for annual incentive compensation for achievement of pre-established performance goals based primarily on financial measures, the Committee also retains discretion to pay bonuses apart from the AIP reflecting its subjective assessment of the value of accomplishments of VF’s executive officers which, in the Committee’s view, cannot always be anticipated in advance or reflected in such pre-established goals.

As shown in the chart below, the Committee aligned the performance goals for all NEOs based on VF Enterprise goals and Individual Strategic Objectives. As it does each year, the Committee chose weightings that are intended to strike an appropriate balance between aligning each executive’s individual objectives with VF’s overall corporate objectives while holding the executive accountable for performance in the executive’s particular area of responsibility.

As a key differentiating part of VF’s operating model, our regionally and/or brand based NEOs each drive enterprise financial results and strategic priorities beyond their direct region/brand area(s) of accountability. They bring the unique capability to transition from one leadership role to another, operating with both an enterprise and region or brand mindset. For this reason, for fiscal 2023 the Committee made the decision to hold all NEOs accountable to VF Enterprise performance goals, recognizing their significant impact on overall VF operating results. In May 2022, the Committee set target performance goals for fiscal 2023 for the NEOs after considering criteria and weightings recommended by management as well as advice from the Committee’s independent consultant. Ms. Otto’s weightings and individual strategic objectives were approved by the Committee following her appointment as Global Brand President, The North Face. Due to the transitional nature of Mr. Dorer’s appointment as Interim CEO on December 2, 2022, the Committee did not grant Mr. Dorer an award opportunity under the AIP and therefore did not set performance goals for purposes of the AIP for Mr. Dorer.

The objectives for the VF Performance Targets and each component of the objectives:

The performance targets were set in alignment with VF’s strategy to deliver consistent, profitable growth that provides sustainable, long-term returns for VF’s shareholders while considering the shorter-term reality of continuing global industry disruption as a result of the impact of COVID-19 on the global economy and VF’s business. The targets reflected a number of factors, including the impacts of recent acquisitions and planned synergies, VF’s strategic growth plan and value creation model and long-term commitments to our shareholders as outlined in our strategic 2023 plan.

Fiscal 2023 Performance Summary

In determining the payout for fiscal 2023 performance, the Committee considered achievement against all pre-set enterprise and individual strategic goals as applicable to each NEO as described above. Our overall financial performance against our performance goals, weighted at 80%, was below the performance payout threshold and resulted in zero payout for VF Enterprise Goals in fiscal 2023.

The following chart provides a summary of performance against each enterprise goal as applied for each continuing NEO⁽¹⁾:

Performance Against Individual Strategic Objectives

The individual strategic objectives, weighted at 20%, are established by the Committee at the beginning of the fiscal year. The strategic objectives are focused on the following goals, as well as each executive’s area of accountability:

While the Committee considered our executives’ achievements against the People, Purpose, Culture and Governance goals, the Committee also reviewed each executive’s role-specific business outcomes compared to the financial plans set for each region or business at the beginning of the fiscal year.

Considering the below-threshold performance under the VF enterprise financial metrics, the Committee determined to assess Individual Strategic Objectives payouts for NEOs who participated in the AIP based solely on financial performance of their areas of accountability, and disregarded our People, Purpose, Culture and Governance goals. As a result, the Committee determined that Messrs. Puckett and Bailey would not receive any payout from their Individual Strategic Objectives due to the overall lagging performance results of VF and Vans^®, respectively.

The Committee awarded Mr. Scabbia Guerrini and Ms. Otto a payout of 87.8% and 95.2%, respectively, for their Individual Strategic Objectives. The payouts to Mr. Scabbia Guerrini and Ms. Otto were calculated based entirely on the financial performance of the regions or businesses for which they were accountable during fiscal 2023. For Mr. Scabbia Guerrini, the Committee assessed the revenues and operating income ratio for the EMEA region and the Emerging Brands business against the financial plans set at the beginning of the fiscal year. The Committee determined that Mr. Scabbia Guerrini would not be assessed for APAC performance due to the truncated period for which he was

accountable for the region. For Ms. Otto, the Committee assessed the revenue, gross margin ratio and operating income ratio for The North Face^® business against the financial plan set at the beginning of the fiscal year. Due to Ms. Otto’s assumption of leadership over The North Face^® brand partway through fiscal 2023, the Committee determined that Ms. Otto’s Individual Strategic Objectives should focus exclusively on the brand’s fiscal 2023 financial plan rather than People, Purpose, Culture and Governance goals. Mr. Rendle was not eligible for a fiscal 2023 AIP award payout due to his retirement in December 2022 and Mr. Dorer did not participate in the fiscal 2023 AIP.

The following chart provides a summary of performance against Mr. Scabbia Guerrini and Ms. Otto’s Individual Strategic Objectives. We have not provided the performance results for the Gross Margin and Operating Income Ratio goals for the regions and brands as we do not publicly disclose those financial metrics, and we believe that providing such information could result in substantial competitive harm.

Performance achievement is applied to each NEO’s weighting with overall performance results and earned annual incentives shown in the table below. Amounts may vary slightly due to rounding.

The payments made to the NEOs under the AIP are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below.

PERFORMANCE-BASED RESTRICTED STOCK UNITS

Under the MTIP, executives are awarded PRSUs that give them the opportunity to earn shares of VF Common Stock for performance achieved over three-year cycles. PRSUs provide long-term incentive compensation for executives with the objectives of providing a focus on long-term value and increasing stock ownership. PRSUs are designed to align the interests of VF’s executives with those of shareholders by encouraging the executives to enhance the value of VF Common Stock. In addition, through three-year performance periods, this component of the program is designed to create an incentive for individual executives to remain with VF. Dividend equivalents are paid on the shares actually paid out under the MTIP (no dividend equivalents are paid on any portion of the MTIP award not earned). At the payout date, the cash value of dividend equivalents is converted into additional shares.

Fiscal 2021 – 2023 Performance-Based Awards and Results

In July 2020, the Committee established the following three-year performance goals (except for the TSR goal which is measured for the period noted below) for the MTIP based on VF’s financial performance metrics as well as a relative performance metric to further align executive compensation with shareholder value creation.

The following companies comprise the Performance Peer Set:

For purposes of measuring relative business performance, the Committee chose the 16 apparel and/or footwear companies with which VF competes most for a share of consumer spending. Not all of the companies in the Performance Peer Set meet the size criteria (revenue and market capitalization) used in selecting the Compensation Peer Group as described on page 46, and are therefore excluded from the Compensation Peer Group on that basis.

Payout under the plan is calculated as follows:

The participant’s target number of PRSUs is multiplied by the payout percentage corresponding to the level of achievement against the three-year performance goals established at the beginning of the three-year performance cycle by the Committee (between 0% and 200% of the participant’s target award). The second component, a three-year Gross Margin Rate Improvement target, modifies performance by a maximum additional 25% or a maximum reduction of 25% on a straight-line interpolated basis.

As a result of including this growth performance metric modifier, actual payouts may range from 0% to 225% of the targeted award. An additional number of shares equal to the dollar value of the dividends that would have accrued (without compounding) are added to the shares subject to the payout.

In May 2023, in determining the results for the fiscal 2021-2023 performance period, the Committee considered achievement against the three-year performance goals (above) that were established in July 2020 for the performance cycle. The global uncertainty and disruption driven by the COVID-19 pandemic negatively impacted the first half of the performance cycle, resulting in below target achievement for Revenue growth relative to the Performance Peer Set. VF’s TSR for the performance period was below the 25^th percentile of the S&P 500 Consumer Discretionary Index companies,

resulting in zero payout from this metric. During the same performance cycle, the Gross Margin Rate Improvement rate was below the threshold growth rate and therefore, a 25% reduction was applied to the performance result for a final payout of 3%.

The PRSU payout made in May 2023 for the 2021-2023 performance period is set forth on the 2023 Option Exercises and Stock Vested table below.

Fiscal 2022-2024 Performance Based Awards

For fiscal 2022, the Committee established the following three-year performance goals for the MTIP based on VF’s financial performance metrics as well as a relative performance metric to further align executive compensation with shareholder value creation.

Payout under the fiscal 2022-2024 award cycle is calculated as follows:

The participant’s target number of PRSUs is multiplied by the payout percentage corresponding to the level of achievement against the three-year performance goals established at the beginning of the three-year performance cycle by the Committee (between 0% and 200% of the participant’s target award). The second component, a three-year Gross Margin Rate Improvement target, modifies performance by a maximum additional 25% or a maximum reduction of 25% on a straight-line interpolated basis.

As a result of including this modifier, actual payouts may range from 0% to 225% of the targeted award. An additional number of shares equal to the dollar value of the dividends that would have accrued (without compounding) are added to the shares subject to the payout.

Fiscal 2023-2025 Performance Based Awards

For fiscal 2023, the Committee established the following three-year performance goals for the MTIP based on VF’s financial performance metrics (measured on an absolute basis) as well as a relative performance metric to further align executive compensation with shareholder value creation.

Payout under the fiscal 2023-2025 award cycle is calculated as follows:

The participant’s target number of PRSUs is multiplied by the payout percentage corresponding to the level of achievement against the three-year performance goals established at the beginning of the three-year performance cycle by the Committee (between 0% and 200% of the participant’s target award). The second component, a relative performance metric, will be based on VF’s TSR, as compared to the TSR generated by the S&P 500 Consumer Discretionary Index companies during the applicable three-year period. At the end of the three-year performance period, the payout for each participant will:

As a result of including this relative performance metric, actual payouts may range from 0% to 225% of the targeted award. An additional number of shares equal to the dollar value of the dividends that would have accrued (without compounding) are added to the shares subject to the payout.

The PRSU target award amounts made to the NEOs for the fiscal 2023-2025 performance period are set forth in the 2023 Grants of Plan-Based Awards Table below. The grant-date fair value of the PRSU target awards for the three-year performance period beginning in each of fiscal 2021, fiscal 2022 and fiscal 2023 is reflected in the Stock Awards column of the Summary Compensation Table below.

STOCK OPTIONS

Stock options awarded under the 1996 Stock Compensation Plan, as amended and restated as of February 10, 2015 (the “Stock Plan”), 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, except that, subject to earlier expiration of the option term, and to the specific terms and definitions contained in the Stock Plan, options 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. 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 RSUs are made by the Committee from time to time to attract key executives, particularly to compensate for forfeited awards from prior employment, and 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 total direct compensation. The Committee is committed to using retention and special awards sparingly, and only after thoughtful consideration of the circumstances, including the criticality of the key employee, 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.

On August 2, 2022, the Committee granted Ms. Otto a special award of 55,879 shares of restricted stock that will vest 25% at each of the next four anniversaries of the grant date, so long as she remains employed by VF until the applicable vesting date. This award was made to compensate Ms. Otto for awards that she forfeited from her prior employer as a result of her decision to join VF as Global Brand President, The North Face.

In consideration for Mr. Dorer’s service as Interim CEO, the Board approved a time-vesting RSU award with a grant date fair value of $2,000,000. Fifty percent of the RSU award vested on June 2, 2023 and the remaining 50% of the RSU award will vest on December 2, 2023, subject to Mr. Dorer’s continued employment. Time-vesting RSUs were selected as the appropriate equity vehicle, based on the expectation that Mr. Dorer would return to being a non-employee director following his Interim CEO service. In addition, the unvested portion of Mr. Dorer’s RSU award will be prorated if his employment terminates prior to the remaining vesting date due to his resignation upon the appointment of a permanent President and Chief Executive Officer or his involuntary termination of employment not for cause. In the event of Mr. Dorer’s death or disability, the RSU award would fully vest.

On February 10, 2023, after consulting with the Committee’s independent consultant and the Interim CEO, the Committee granted Mr. Bailey an award of 26,198 RSUs, 50% of which will vest on February 10, 2025 and 50% of which will vest on February 10, 2027, so long as he remains employed by VF until the applicable vesting date (except that a pro

rata portion of the award would vest in the event of involuntary termination of his employment not for cause). The retention award to Mr. Bailey was approved by the Committee on account of Mr. Bailey’s critical responsibilities as Global Brand President, Vans^®, one of VF’s largest brands, and the importance of assuring that the right executive, who had successfully led that brand previously, is retained in this vital role and to retain a key executive during a uniquely challenging and competitive market for talent. On March 6, 2023, after consulting with the Committee’s independent consultant and the Interim CEO, the Committee granted Mr. Scabbia Guerrini an award of 78,248 RSUs, 50% of which will vest on March 6, 2025 and 50% of which will vest on March 6, 2027, so long as he remains employed by VF until the applicable vesting date (except that a pro rata portion of the award would vest in the event of involuntary termination of his employment not for cause). The retention award to Mr. Scabbia Guerrini was approved by the Committee and is intended to incentivize Mr. Scabbia Guerrini for his increased responsibility for the APAC region, which is an important part of VF’s growth strategy, to recognize the importance of sustaining performance in EMEA and to retain a key executive during a uniquely challenging and competitive market for talent. For both Messrs. Bailey and Scabbia Guerrini, these special awards were further intended by the Committee to retain high-performing leaders of key VF brands and regions during a period of significant transition and uncertainty while the search for a permanent CEO is ongoing.

The size of the special RSU awards for each of Messrs. Bailey and Scabbia Guerrini was determined by the Committee following consideration of compensation data from VF’s Compensation Peer Group collected by the Committee’s independent compensation consultant, as well as the Committee’s assessment of each executive’s scope of accountability, relative importance to VF’s long-term strategy and the retentive power of each executive’s aggregate unvested equity awards. Each of the RSU awards granted to Messrs. Bailey and Scabbia Guerrini would vest in full if the executive’s employment termination is due to the executive’s death or disability and the full amount of such award would vest upon a termination of the executive’s employment within 24 months after a change in control of VF, either by VF not for cause or by the executive for good reason.

CASH SIGN-ON AWARDS

Cash sign-on awards are deployed in rare circumstances by the Committee to attract and compensate key executives to join VF and to compensate for incentives which they forfeit as a result of terminating their prior employment. These sign-on awards are used sparingly and paid over time. The Committee approved a $500,000 sign-on bonus to attract Ms. Otto to join VF. The first installment of $250,000 was paid to Ms. Otto shortly following her start date, and the second installment of $250,000 will be payable to Ms. Otto within 30 days of the anniversary of her start date, subject to her continued employment through such date. If Ms. Otto voluntarily resigns from VF within the first or second year of her employment with VF, she will be required to pay back the first or second installment of the bonus award, as applicable.

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.

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, including Mr. Puckett. 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 is discussed in further detail under the caption “Pension Benefits” within the “Executive Compensation” section. 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). As of December 31, 2018, Messrs. Puckett and Rendle were the only NEOs who participated in the Pension Plan, and none of our other NEOs have ever participated in the Pension Plan. Mr. Rendle’s participation in the Pension Plan was terminated upon his retirement on December 2, 2022.

Supplemental Executive Retirement Plan (“SERP”) – Mr. Puckett participates in the SERP, which is an unfunded, nonqualified plan for eligible participants 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 Internal Revenue Code (the “Code”). The SERP was closed to new participants at the end of 2004.

Effective December 31, 2018, the SERP ceased to recognize any future service performance and any eligible compensation paid for purposes of calculating participant accrued benefits under the SERP (i.e., no additional benefits accrue after such date). As of December 31, 2018, Messrs. Puckett and Rendle were the only NEOs who participated in the SERP, and none of our other NEOs have ever participated in the SERP. Mr. Rendle’s participation in the SERP was terminated upon his retirement on December 2, 2022.

401k Plan – During fiscal 2023, 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 “Nonqualified Deferred Compensation” within the “Executive Compensation” section.

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 “Nonqualified Deferred Compensation” within the “Executive Compensation” section.

Mr. Scabbia Guerrini, who is not a U.S. resident, does not participate in VF’s Pension Plan, SERP, 401k Plan or Executive Deferred Savings Plan. His benefits are described in footnote 4 to the 2023 Pension Benefits Table within the “Executive Compensation” section.

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. VF provides our Interim CEO with use of VF’s aircraft to commute between his home in California to our global headquarters in Denver. The incremental cost to provide this benefit is included in the “All Other Compensation” column of the Summary Compensation Table below. In addition, for the duration of his employment as our Interim CEO, Mr. Dorer also receives corporate housing near our global headquarters in Denver. Due to the temporary nature of Mr. Dorer’s appointment as our Interim CEO, the Committee approved the use of VF’s aircraft and corporate housing by Mr. Dorer to allow his travel time to be used productively for VF and ensure availability to respond to business priorities from any location around the world, as well as minimize distractions for Mr. Dorer while he serves as our Interim CEO.

The Compensation Process

Compensation Decision-Making Process – Roles and Responsibilities

COMPETITIVE COMPENSATION TARGETS AND THE ROLE OF THE PEER GROUP

The Committee’s consultant and management each independently utilized the Peer Group Data to assist in establishing compensation targets for fiscal 2023.