Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
4 Months Ended 8 Months Ended 12 Months Ended
Apr. 01, 2023
Dec. 02, 2022
Apr. 01, 2023
USD ($)
Percentile
Apr. 02, 2022
USD ($)
Percentile
Apr. 03, 2021
USD ($)
Percentile
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    
Pay Versus
Pe
rforman
ce
As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation
S-K,
we are providing the following i
nformation
about the relationship between “compensation actually paid” to our named executive officers and certain financial performance of VF. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our named executive officers. The
Committee
evaluates compensation decisions in light of VF or individual performance and does not use “compensation actually paid” as a basis for making compensation decisions. For information concerning our compensation philosophy and how we align executive compensation with our performance,
see
the Compensation Discussion and Analysis above.
 
                                       
VALUE OF INITIAL FIXED
$100 INVESTMENT BASED
ON
             
YEAR
 
SUMMARY
COMPENSATION
TABLE (SCT)
TOTAL FOR
INTERIM PEO
($) (1)
   
SCT TOTAL
FOR FORMER
PEO
($) (1)
   
COMPENSATION
ACTUALLY PAID
(CAP) TO
INTERIM PEO
($) (2)
   
CAP TO
FORMER
PEO
($) (2)
   
AVERAGE
SCT TOTAL
FOR
NON-PEO
NEOS
($) (3)
   
AVERAGE
CAP TO
NON-PEO

NEOS
($) (4)
   
TSR
($) (5)
   
S&P 1500
APPAREL,
ACCESSORIES
& LUXURY
GOODS
SUBINDUSTRY
INDEX TSR
($) (6)
   
NET INCOME
(IN MILLIONS)
($) (7)
   
1-YEAR 
R
TSR
PERCENTILE
RANK
(8)
 
2023
  $ 3,037,566     $ 11,485,534     $ 2,725,023     $ (9,632,882   $ 4,588,662     $ 428,117     $ 44.13     $ 131.21   $ 118.59     0th percentile
2022
    N/A       15,423,153       N/A       3,060,425     5,284,304       988,855     103.36       166.43     1,386.94     12th percentile
2021
    N/A       15,782,405       N/A       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. Dorer and Rendle in the “Total” column of the Summary Compensation Table in each applicable year. Mr. Dorer was appointed as Interim President and Chief Executive Officer effective December 3, 2022. 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. 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. Dorer and Rendle’s total compensation for each applicable year to determine their respective
CAP
:
 
YEAR
  
2023
 
Interim PEO
     Mr. Dorer  
SCT Total compensation ($)
     3,037,566  
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
     (2,000,001
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
     1,614,491  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
     0  
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
     72,966  
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
     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 ($)
     2,725,023  
 
YEAR
  
2021
   
2022
   
2023
 
Former PEO
     Mr. Rendle       Mr. Rendle       Mr. Rendle  
SCT Total compensation ($)
     15,782,405       15,423,153     11,485,534  
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
     (10,557,728     (10,289,370     (9,917,497
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
     16,607,593       6,068,752     0  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
     1,931,978       (7,137,206     (5,793,073
 
 
YEAR
  
2021
   
2022
   
2023
 
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
     1,799,652       (1,004,903     (5,407,846
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
     0       0     0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)
     (899,800     0     0  
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)
     0       0       0  
Compensation Actually Paid ($)
     24,664,101       3,060,425       (9,632,882
 
3
 
The dollar amounts in this column represent the average of the amounts of total compensation reported for our named executive officers (“NEOs”) as a group (excluding, as applicable, Mr. Dorer, who has served as our Interim PEO since December 2022, and
Mr. Rendle
, who had served as our PEO from January 2017 to December 2022) in the “Total” column of the Summary Compensation Table in each applicable year. NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (ii) for 2022, Messrs. Puckett, Bailey, Scabbia Guerrini, Murray and Roe who served as our Executive Vice President and Chief Financial Officer until May 2021; and (iii) for 2021, Messrs. Roe, Bailey, Scabbia Guerrini and
Murray
.
 
4
 
The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group (excluding, as applicable, Messrs. Dorer and Rendle) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following adjustments were made to the average total compensation of the NEOs as a group (other than the PEO) for each year to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Dorer and Rendle) in each applicable year:
 
YEAR
  
2021
   
2022
   
2023
 
Non-PEO
NEOs
     See Note 3       See Note 3       See Note 3  
SCT Total compensation ($)
     4,244,022       5,284,304       4,588,662  
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
     (2,497,550     (2,392,914     (3,685,245
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
     3,928,710       1,472,971       1,604,972  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
     470,980       (1,518,935     (1,401,368
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
     505,663       (306,952     (678,904
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
     0       0       0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)
     (171,446     (1,575,183     (33,116
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)
     30,895       25,564       33,116  
Compensation Actually Paid ($)
     6,511,273       988,855       428,117  
 
5
 
For the relevant year, represents the cumulative total shareholder return (“TSR”) of VF for the
52-week
measurement periods ended on 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 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 R
e
ports on Form
10-K
for each of the years ended April 1, 2023, April 2, 2022 and April 3, 2021.
 
8
 
Company-selected Measure is our
one-year
relative total shareholder return relative to the total shareholder return of the S&P 500 Consumer Discretionary Index companies over the same period, as described below (“rTSR”). rTSR represents the most important financial measure (as determined by the Company) used to link CAP to our named executive officers to Company performance for the most recently completed fiscal year.
   
Company Selected Measure Name     one-year relative total shareholder return    
Named Executive Officers, Footnote [Text Block]    
3
 
The dollar amounts in this column represent the average of the amounts of total compensation reported for our named executive officers (“NEOs”) as a group (excluding, as applicable, Mr. Dorer, who has served as our Interim PEO since December 2022, and
Mr. Rendle
, who had served as our PEO from January 2017 to December 2022) in the “Total” column of the Summary Compensation Table in each applicable year. NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (ii) for 2022, Messrs. Puckett, Bailey, Scabbia Guerrini, Murray and Roe who served as our Executive Vice President and Chief Financial Officer until May 2021; and (iii) for 2021, Messrs. Roe, Bailey, Scabbia Guerrini and
Murray
.
   
Peer Group Issuers, Footnote [Text Block]    
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 April 1, 2023 and April 2, 2022, and the
53-week
measurement period ended on April 3, 2021.
   
Adjustment To PEO Compensation, Footnote [Text Block]    
2
 
The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Messrs. 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. Dorer and Rendle’s total compensation for each applicable year to determine their respective
CAP
:
 
YEAR
  
2023
 
Interim PEO
     Mr. Dorer  
SCT Total compensation ($)
     3,037,566  
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
     (2,000,001
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
     1,614,491  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
     0  
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
     72,966  
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
     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 ($)
     2,725,023  
 
YEAR
  
2021
   
2022
   
2023
 
Former PEO
     Mr. Rendle       Mr. Rendle       Mr. Rendle  
SCT Total compensation ($)
     15,782,405       15,423,153     11,485,534  
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
     (10,557,728     (10,289,370     (9,917,497
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
     16,607,593       6,068,752     0  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
     1,931,978       (7,137,206     (5,793,073
 
 
YEAR
  
2021
   
2022
   
2023
 
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
     1,799,652       (1,004,903     (5,407,846
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
     0       0     0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)
     (899,800     0     0  
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)
     0       0       0  
Compensation Actually Paid ($)
     24,664,101       3,060,425       (9,632,882
   
Non-PEO NEO Average Total Compensation Amount     $ 4,588,662 $ 5,284,304 $ 4,244,022
Non-PEO NEO Average Compensation Actually Paid Amount     $ 428,117 988,855 6,511,273
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    
4
 
The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group (excluding, as applicable, Messrs. Dorer and Rendle) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following adjustments were made to the average total compensation of the NEOs as a group (other than the PEO) for each year to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Dorer and Rendle) in each applicable year:
 
YEAR
  
2021
   
2022
   
2023
 
Non-PEO
NEOs
     See Note 3       See Note 3       See Note 3  
SCT Total compensation ($)
     4,244,022       5,284,304       4,588,662  
Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)
     (2,497,550     (2,392,914     (3,685,245
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)
     3,928,710       1,472,971       1,604,972  
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)
     470,980       (1,518,935     (1,401,368
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)
     505,663       (306,952     (678,904
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)
     0       0       0  
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)
     (171,446     (1,575,183     (33,116
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)
     30,895       25,564       33,116  
Compensation Actually Paid ($)
     6,511,273       988,855       428,117  
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]        
Compensation Actually Paid vs. Net Income [Text Block]        
Compensation Actually Paid vs. Company Selected Measure [Text Block]        
Total Shareholder Return Vs Peer Group [Text Block]        
Tabular List [Table Text Block]    
LIST OF FINANCIAL PERFORMANCE MEASURES USED TO LINK CAP FOR THE MOST RECENTLY COMPLETED FISCAL YEAR TO COMPANY PERFORMANCE
The financial performance metrics that, in our assessment, represent the most important financial performance measures we use to link CAP to our named executive officers for fiscal 2023 to VF’s performance are as follows:
 
   
One-year
relative total shareholder return (compared to the total shareholder return generated
by
the S&P 500 Consumer Discretionary Index companies over the same period);
 
   
Revenue; and
 
   
Operating Income.
   
Total Shareholder Return Amount     $ 44.13 103.36 141.12
Peer Group Total Shareholder Return Amount     131.21 166.43 197.11
Net Income (Loss)     $ 118,590,000 $ 1,386,940,000 $ 407,900,000
Company Selected Measure Amount | Percentile     0 12 5
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name     One-year relative total shareholder return    
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name     Revenue    
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name     Operating Income    
Mr. Dorer [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     $ 3,037,566    
PEO Actually Paid Compensation Amount     2,725,023    
PEO Name Mr. Dorer        
Mr. Rendle [Member]          
Pay vs Performance Disclosure [Table]          
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      
PEO [Member] | Mr. Dorer [Member] | Stock and Option Award Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (2,000,001)    
PEO [Member] | Mr. Dorer [Member] | Fair Value for Stock and Option Awards Granted [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     1,614,491    
PEO [Member] | Mr. Dorer [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0    
PEO [Member] | Mr. Dorer [Member] | Change in Fair Value of Stock and Option Awards that Vested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     72,966    
PEO [Member] | Mr. Dorer [Member] | Fair Value of Stock and Option Awards Forfeited [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0    
PEO [Member] | Mr. Dorer [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0    
PEO [Member] | Mr. Dorer [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0    
PEO [Member] | Mr. Rendle [Member] | Stock and Option Award Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (9,917,497) (10,289,370) (10,557,728)
PEO [Member] | Mr. Rendle [Member] | Fair Value for Stock and Option Awards Granted [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 6,068,752 16,607,593
PEO [Member] | Mr. Rendle [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (5,793,073) (7,137,206) 1,931,978
PEO [Member] | Mr. Rendle [Member] | Change in Fair Value of Stock and Option Awards that Vested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (5,407,846) (1,004,903) 1,799,652
PEO [Member] | Mr. Rendle [Member] | Fair Value of Stock and Option Awards Forfeited [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 0
PEO [Member] | Mr. Rendle [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 (899,800)
PEO [Member] | Mr. Rendle [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 0
Non-PEO NEO [Member] | Stock and Option Award Values [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (3,685,245) (2,392,914) (2,497,550)
Non-PEO NEO [Member] | Fair Value for Stock and Option Awards Granted [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     1,604,972 1,472,971 3,928,710
Non-PEO NEO [Member] | Change in Fair Value of Outstanding Unvested Stock and Option Awards [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (1,401,368) (1,518,935) 470,980
Non-PEO NEO [Member] | Change in Fair Value of Stock and Option Awards that Vested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (678,904) (306,952) 505,663
Non-PEO NEO [Member] | Fair Value of Stock and Option Awards Forfeited [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     0 0 0
Non-PEO NEO [Member] | Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (33,116) (1,575,183) (171,446)
Non-PEO NEO [Member] | Aggregate Service Cost and Prior Service Cost for Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ 33,116 $ 25,564 $ 30,895