VF Corporation Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure

3 Months Ended

4 Months Ended

12 Months Ended

Jul. 16, 2023

Apr. 01, 2023

Mar. 28, 2026

USD ($)

Percentile

Mar. 29, 2025

USD ($)

Percentile

Mar. 30, 2024

USD ($)

Percentile

Apr. 01, 2023

USD ($)

Percentile

Apr. 02, 2022

USD ($)

Percentile

Apr. 03, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between “compensation actually paid” to our NEOs and certain financial performance of VF. Compensation actually paid, as determined under SEC requirements, does not necessarily reflect the actual amount of compensation earned by or paid to our NEOs. The Committee evaluates compensation decisions in light of VF or individual performance and does not use “compensation actually paid” as a basis for making compensation decisions. For information concerning our compensation philosophy and how we align executive compensation with our performance, see the CD&A above.


																		Value of Initial Fixed $100 Investment Based on
Year	Summary Compensation Table (SCT) Total for Mr. Darrell ($) (1)		Compensation Actually Paid (CAP) to Mr. Darrell ($) (2)		Summary Compensation Table (SCT) Total for Mr. Dorer ($) (1)		Compensation Actually Paid (CAP) to Mr. Dorer ($) (2)		Summary Compensation Table (SCT) Total for Mr. Rendle ($) (1)		Compensation Actually Paid (CAP) to Mr. Rendle ($) (2)			Average SCT Total for Non-PEO NEOs ($) (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)			One-Year rTSR Percentile Rank (8)

2026		$18,946,597		$24,532,068		n/a		n/a		n/a		n/a		$	5,809,834		$7,190,025		$24.38		$57.33		$254.92		56th percentile

2025		10,729,899		11,786,745		n/a		n/a		n/a		n/a			3,585,721		3,896,671		22.80		55.81		(189.72	)	69th percentile

2024		13,535,399		9,552,700		1,971,941		1,155,850		n/a		n/a			4,630,927		3,345,820		21.83		65.04		(968.88	)	2nd percentile

2023		n/a		n/a		3,037,566		2,725,023	$	11,485,534	$	(9,632,882	)		4,588,662		428,117		31.27		66.56		118.59		0th percentile

2022		n/a		n/a		n/a		n/a		15,423,153		3,060,425			5,284,304		988,855		73.24		84.43		1,386.94		12th percentile

(1)

The dollar amounts in these columns show the amount of total compensation reported for Messrs. Darrell, Dorer and Rendle in the “Total” column of the Summary Compensation Table in each applicable year.

Mr. Darrell

was appointed our President and CEO effective July 17, 2023.

Mr. Dorer

served as our Interim President and CEO from December 2, 2022 to July 16, 2023.

Mr. Rendle

retired as our Chair, President and CEO effective December 2, 2022.

(2)

The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Messrs. Darrell, Dorer and Rendle, as computed in accordance with Item 402(v) of Regulation

S-K

(“CAP”) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Messrs. Darrell, Dorer and Rendle’s total compensation for each applicable year to determine their respective CAP:


Year	2026

PEO		Mr. Darrell

SCT Total compensation ($)		18,946,597

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)		(14,536,581	)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)		20,726,013

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		602,974

Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		(1,206,935	)

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 ($)		24,532,068

(3)

The dollar amounts in this column represent the average of the amounts of total compensation reported for our NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer, and Rendle) in the “Total” column of the Summary Compensation Table in each applicable year. NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2026, Messrs. Vogel, Hyder, Dalmia and Scabbia Guerrini and Ms. Sim; (ii) for fiscal 2025, Messrs. Vogel, Scabbia Guerrini, Hyder, and Puckett and Ms. Sim; (iii) for fiscal 2024, Messrs. Puckett, Bailey, Scabbia Guerrini, and Hyder and Ms. Otto; (iv) for fiscal 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; and (v) for fiscal 2022, Messrs. Puckett, Bailey, Scabbia Guerrini, Murray who served as our Global Brand President, The North Face until May 2022 and Roe who served as our Executive Vice President and Chief Financial Officer until May 2021.

(4)

The dollar amounts reported in this column represent the average amount of CAP to the NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in each applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The following adjustments were made to the average total compensation of the NEOs as a group (other than the PEO) for fiscal 2026 to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in fiscal 2026:


Year	2026

Non-PEO NEOs		See Note 3

SCT Total compensation ($)		5,809,834

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)		(3,928,202	)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)		5,374,531

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		266,468

Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		(332,606	)

Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		–

Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)		(34,280	)

Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)		34,280

Compensation Actually Paid ($)		7,190,025

(5)	For the relevant year, represents the cumulative TSR of VF for the 52-week measurement periods ended on March 28, 2026, March 29, 2025, March 30, 2024, April 1, 2023 and April 2, 2022, assuming an investment of $100 on April 2, 2021 through March 28, 2026.

(6)

For the relevant year, represents the cumulative TSR of the S&P 1500 Apparel, Accessories & Luxury Goods Subindustry Index companies (“Peer Group TSR”) for the

52-week

measurement periods ended on March 28, 2026, March 29, 2025, March 30, 2024, April 1, 2023 and April 2, 2022, assuming an investment of $100 on April 2, 2021 through March 28, 2026.

(7)	Reflects “Net Income” in our Consolidated Income Statements included in VF’s Annual Reports on Form 10-K for each of the years ended March 28, 2026, March 29, 2025, March 30, 2024, April 1, 2023, and April 2, 2022.

(8)

Company-selected Measure is our

one-year

TSR relative to the TSR of the applicable S&P Index (the S&P 600 Consumer Discretionary Index for fiscal 2026 and fiscal 2025 and the S&P 500 Consumer Discretionary Index for all other fiscal years) over the same period

(“one-year

rTSR”).

One-year

rTSR represents the most important financial measure (as determined by the Company) used to link CAP to our NEOs to Company performance for the most recently completed fiscal year.

Company Selected Measure Name

one-year TSR

Named Executive Officers, Footnote

(3)

Peer Group Issuers, Footnote

(6)

For the relevant year, represents the cumulative TSR of the S&P 1500 Apparel, Accessories & Luxury Goods Subindustry Index companies (“Peer Group TSR”) for the

52-week

measurement periods ended on March 28, 2026, March 29, 2025, March 30, 2024, April 1, 2023 and April 2, 2022, assuming an investment of $100 on April 2, 2021 through March 28, 2026.

PEO Total Compensation Amount

$ 18,946,597

PEO Actually Paid Compensation Amount

$ 24,532,068

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Messrs. Darrell, Dorer and Rendle, as computed in accordance with Item 402(v) of Regulation

S-K

S-K,

the following adjustments were made to Messrs. Darrell, Dorer and Rendle’s total compensation for each applicable year to determine their respective CAP:


Year	2026

PEO		Mr. Darrell

SCT Total compensation ($)		18,946,597

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)		(14,536,581	)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)		20,726,013

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		602,974

Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		(1,206,935	)

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 ($)		24,532,068

Non-PEO NEO Average Total Compensation Amount

$ 5,809,834

$ 3,585,721

$ 4,630,927

$ 4,588,662

$ 5,284,304

Non-PEO NEO Average Compensation Actually Paid Amount

$ 7,190,025

3,896,671

3,345,820

428,117

988,855

Adjustment to Non-PEO NEO Compensation Footnote

(4)


Year	2026

Non-PEO NEOs		See Note 3

SCT Total compensation ($)		5,809,834

Less: Stock and Option Award Values Reported in SCT for the Covered Year ($)		(3,928,202	)

Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)		5,374,531

Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		266,468

Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		(332,606	)

Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		–

Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)		(34,280	)

Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)		34,280

Compensation Actually Paid ($)		7,190,025

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Tabular List, Table

List of Financial Performance Measures Used to Link CAP for the Most Recently Completed Fiscal Year to Company Performance

The financial performance metrics that, in our assessment, represent the most important financial performance measures we use to link CAP to our NEOs for fiscal 2026 to VF’s performance are as follows:

•

One-year

rTSR;

•

Revenue; and

•

Operating Income.