LETTER TO SHAREHOLDERS FROM THE CHAIR

June 11, 2024

Dear Fellow Shareholders,

I present this year’s Proxy Statement and it is my pleasure to invite you to our 2024 Annual Meeting of Shareholders on July 23, 2024.

Fiscal 2024

I would categorize Fiscal 2024 as a year of weak business performance, but important progress. On a like to like basis, revenues declined about 10%, with the largest declines at Vans and North America. This led to a significant reduction in profitability and further weakened our stock price. This business performance is below our standards and not consistent with our rich history. On a positive note, through strong inventory management, we exceeded our cash flow guidance and reduced net debt¹ by over $500 million. We are deeply committed to making further significant reductions to our debt levels over the next two years.

Unfortunately, business transformations take time. However, it all starts with people. We made enormous progress on the people front over the past year. Following an extensive search process, the Board appointed Bracken Darrell as President and Chief Executive Officer on July 17, 2023. I am very confident this was a great choice. Bracken has deep experience in executive leadership, product innovation, and brand management with a proven track record of reinvigorating brands and businesses. He has completely reshaped the leadership team, both by attracting experienced and well-respected leaders who have the skills necessary to deliver the turnaround while also promoting internal talent to key roles. He also implemented an Americas commercial platform modeled after our successful structures in Europe and Asia. We now have the right leaders in place to meet our expectation to drive strong sustainable growth and create significant shareholder value.

Board Refreshment

The Board has also taken further steps in our Board composition and refreshment process. In just over two years, we have added five new directors. We continue to focus on ensuring we have the right balance of skills and experiences that are important for VF in order to support its turnaround and to help it thrive. With our newly appointed directors, we have added diverse and valuable experience, including in the areas of design and product innovation, operations and process transformation, and apparel and footwear.

We would like to extend our thanks to Benno Dorer, who is not standing for reelection as director at our 2024 Annual Meeting of Shareholders, for his significant contributions over his seven-year tenure. His leadership and guidance, particularly during the nearly eight months in which he served as VF’s Interim CEO, have been invaluable to the Company.

We now have the right leaders in place to meet our expectation to drive strong sustainable growth and create significant shareholder value.

Net debt is defined as short and long-term borrowings less cash and cash equivalents.

Shareholder Meeting

I have appreciated the opportunity to actively engage with shareholders to receive input and feedback and I look forward to continuing the dialogue. Your input and your vote are important. I encourage you to take a moment to vote on the items in this year’s Proxy Statement. The Board considers that all the proposals presented are in the best interests of the Company and its shareholders. Accordingly, the Board unanimously recommends that you vote in favor of each proposal.

Shareholder meeting details:

Date: July 23, 2024

Time: 10:30 a.m. Mountain Time

Live via the internet: at www.virtualshareholdermeeting.com/VFC2024

On behalf of the VF Board of Directors, thank you for your trust and support and your continued investment in VF.

Sincerely,

Richard Carucci

Chair of the Board

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TABLE OF CONTENTS

This proxy statement contains forward-looking statements and website links. 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 March 30, 2024. Website links included in this proxy statement are for convenience only. Information contained on or accessible through such website links is not incorporated in, and does not constitute a part of, this proxy statement.

Shareholder Outreach and Engagement

Corporate Governance Principles

Related Party Transactions

Board of Directors

Board Committees and Their Primary Responsibilities

Board and Committee Evaluations

Board Leadership Structure

Board Oversight of Strategy

Insider Trading Policy

Shareholder Communications with our Board of Directors

Directors’ Compensation

Item No. 2: PROPOSAL TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT

Compensation Discussion and Analysis

Compensation Committee Report

Summary Compensation Table

2024 Grants of Plan-Based Awards

Outstanding Equity Awards at Fiscal Year-End 2024

2024 Option Exercises and Stock Vested

2024 Pension Benefits Table

2024 Nonqualified Deferred Compensation

Potential Payments Upon Change in Control, Retirement or Termination of Employment

CEO Pay Ratio

Pay Versus Performance

2024 Equity Compensation Plan Information Table

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Report of the Audit Committee

Other Matters

Expenses of Solicitation

Shareholder Proposals and Nominations for the 2025 Annual Meeting of Shareholders

BOARD RECOMMENDATION   

PAGE NUMBER   

1

Elect directors

2

Advisory vote to approve compensation of named executive officers

3

Approval of an amendment and restatement of the 1996 Stock Compensation Plan

4

Ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2025

Associates around

the world

Countries where

products are sold

KEY TOPICS DISCUSSED WITH SHAREHOLDERS IN 2023 AND 2024

Board Oversight of Strategy

Pay and Performance Alignment

Board Composition and Refreshment

Executive Compensation Disclosure

Enhanced Disclosure of Director Skills

Environmental and Social Responsibility Disclosures

Over

70%

of outstanding shares

contacted in fiscal 2024

Over

40%

of outstanding shares

met with us

NAME

AGE

DIRECTOR
SINCE

PRINCIPAL OCCUPATION

AUDIT
COMMITTEE

TALENT AND
COMPENSATION

COMMITTEE

GOVERNANCE
AND CORPORATE
RESPONSIBILITY

COMMITTEE

FINANCE

COMMITTEE

Richard T. Carucci

Alexander K. Cho

Juliana L. Chugg

Bracken Darrell

(ex officio)

Trevor A. Edwards

Mindy F. Grossman

Mark S. Hoplamazian

Laura W. Lang

W. Rodney McMullen

Clarence Otis, Jr.

Carol L. Roberts

Matthew J. Shattock

Kirk C. Tanner

Number of Meetings Held in Fiscal 2024

Chair as of July 1, 2024

COMMITTEES

Audit, Executive (Chair), Finance

FAVORITE OUTDOOR ACTIVITY

RICHARD T. CARUCCI

AGE: 67

DIRECTOR SINCE: 2009

Experience

•  June 2023 – Present: Chair of the VF Board

•  December 2022 – June 2023: Interim Chair of the VF Board

•  2012 – 2014 (retired): President, Yum! Brands, Inc.

•  2005 – 2012: CFO, Yum! Brands, Inc.

•  1997 – 2005: Various roles of increasing responsibility in finance, international and general management, Yum! Brands, Inc. (previously named Tricon Global Restaurants)

Former Public Company Directorships

•  2019 – 2021: Kontoor Brands, Inc.

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Carucci developed deep industry experience during nearly two decades of service as a retail executive, holding various leadership roles at Yum! Brands, a large global multi-brand publicly traded company serving consumers through the operation of quick service restaurants.

•  Mr. Carucci provides invaluable insight into international business development and operations and global brand management from his experience leading 33,000 KFC, Pizza Hut, and Taco Bell restaurants in over 120 countries as President of Yum! Brands.

•  From his tenure as President and as CFO of Yum! Brands, and his experience on the Audit Committee of the VF Board, Mr. Carucci provides expertise in the broad range of financial matters that are vital to VF’s priorities, including strategic planning and portfolio management, capital allocation, large-scale cost management and organizational restructuring, internal controls, and investor relations.

•  Mr. Carucci brings strong experience in corporate governance and risk management from his executive leadership roles at Yum! Brands and his leadership as Chair of the VF Board and as former Chair of the Governance and Corporate Responsibility Committee of the VF Board.

COMMITTEES

Audit, Governance and Corporate
Responsibility

FAVORITE OUTDOOR ACTIVITY

ALEXANDER K. CHO

AGE: 51

DIRECTOR SINCE: 2022

Experience

•  2018 – Present: President, Personal Systems, HP Inc.

•  2014 – 2018: Vice President and General Manager, Commercial Personal Systems, HP Inc.

•  2010 – 2014: Vice President and General Manager, LaserJet Supplies Business, HP Inc.

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Cho has expertise in the rapidly changing technological landscape that affects consumers and businesses and the strategic use of data to drive business priorities, developed as the President of Personal Systems, HP Inc.’s global computing business.

•  Mr. Cho brings strong experience in integrating sustainability practices into corporate strategy, including incorporating sustainable innovation into product development and manufacturing such as increased use of recycled materials in personal computers, displays and paper packaging and use of new types of materials such as fishing nets and used cooking oil.

•  Mr. Cho brings invaluable insights into technology investment strategies and digital governance and cybersecurity issues facing consumer products companies and consumers and has built capabilities to support security of HP Inc.’s product offerings.

COMMITTEES

Executive, Governance and Corporate
Responsibility, Talent and
Compensation (Chair)

FAVORITE OUTDOOR ACTIVITY

JULIANA L. CHUGG

AGE: 56

DIRECTOR SINCE: 2009

Experience

•  2015 – 2018 (retired): EVP, Chief Brands Officer, Mattel, Inc.

•  2015: Partner, Noble Endeavors LLC

•  1996 – 2014: Various leadership roles (including Senior Vice President, General Mills, Inc. and President of its Frozen Frontier Division), General Mills, Inc. and Pillsbury

Other Public Company Directorships

•  2022 – Present: Darden Restaurants, Inc.

•  2022 – Present: MasterBrand, Inc.

Former Public Company Directorships

•  2019 – 2021: Kontoor Brands, Inc.

•  2018 – 2020: Caesars Entertainment Corporation

•  2007 – 2013: H.B. Fuller Company

Notable Skills and Qualifications and Key Board Contributions:

•  Ms. Chugg has valuable experience in building global brands and developing consumer products, gained through leading iconic brand franchises and managing a $6 billion revenue business from her tenure as Chief Brands Officer of Mattel, Inc., a publicly traded company and world-wide leader in the design, manufacture and marketing of toys and family products.

•  Ms. Chugg has expertise in marketing, market research and consumer behavior analysis and provides unique perspectives on consumer markets and trends, brand elevation marketing investments, ways to develop deep connections with consumers, and management of creative talent and brand evolution that started with her tenure at General Mills, Inc. and continued at Mattel, Inc.

•  Ms. Chugg brings significant experience in human capital management and executive compensation matters due to her role as Chair of the Talent and Compensation Committee, where she prioritizes upholding VF’s compensation principles designed to align our executives’ interests with those of shareholders, succession planning and talent and culture development.

(Also see footnote 4 to the “Common Stock Beneficial Ownership of Certain Beneficial Owners” table below.)

COMMITTEES

Finance (ex officio)

FAVORITE OUTDOOR ACTIVITY

BRACKEN DARRELL

AGE: 61

DIRECTOR SINCE: 2023

Experience

•  July 2023 – Present: President and CEO, VF Corporation

•  2012 – 2023: President and CEO, Logitech International, S.A. (joined as President in 2012 and promoted to CEO in 2013)

•  2008 – 2012: President, EMEA, Whirlpool

•  2002 – 2008: Various international leadership roles of increasing responsibility (including President of Braun globally), Procter & Gamble

•  1997 – 2002: General Manager, Consumer Home Service, General Electric

•  1991 – 1997: Brand Manager, Procter & Gamble

Other Public Company Directorships

•  2024 – Present: Sonos, Inc.

Former Public Company Directorships

•  2013 – 2023: Logitech International, S.A.

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Darrell brings extensive experience in business leadership, strategic transformation and brand management developed over a course of more than 30 years as an executive at global publicly traded consumer products companies, during which time he drove the reinvention and growth of iconic consumer products brands including Old Spice and Braun.

•  Mr. Darrell is credited with a turnaround of Logitech, a global publicly traded leader in consumer and business technology products, by expanding into new categories and improving market share through the introduction of new and innovative products and the elevation of design as a pillar of the company’s strategy, experience which will prove vital to VF.

•  Mr. Darrell has strong experience in governance and sustainability and integration of those practices into corporate strategy, such as the integration of sustainable innovation into product development and manufacturing.

•  Mr. Darrell has significant knowledge of strategic planning, finance, accounting, risk management, corporate governance and social initiatives gained through his role as a public company CEO and his service on public company boards.

COMMITTEES

Governance and Corporate
Responsibility, Talent and
Compensation

FAVORITE OUTDOOR ACTIVITY

TREVOR A. EDWARDS

AGE: 61

DIRECTOR SINCE: 2023

Experience

•  2013 – 2018: President, NIKE Brand, NIKE, Inc.

•  2006 – 2013: Executive Vice President, Global Brand & Category Management, NIKE, Inc.

•  2002 – 2006: Corporate Vice President, Global Brand Management, NIKE, Inc.

•  2000 – 2002: Vice President, U.S. Brand Marketing, NIKE, Inc.

•  1999 – 2000: Vice President, EMEA Marketing, NIKE, Inc.

•  1997 – 1999: Director, Europe Marketing, NIKE, Inc.

•  1992 – 1997: Director, Americas Marketing, NIKE, Inc.

•  1986 – 1992: Various leadership roles in marketing and global business development, Colgate-Palmolive Company

Other Public Company Directorships

•  2022 – Present: Funko, Inc.

Former Public Company Directorships

•  2021 – 2022: Iron Spark I, Inc.

•  2012 – 2018: Mattel, Inc.

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Edwards brings with him 25 years of experience at NIKE, Inc., a publicly traded multinational footwear, apparel and equipment company, leading all facets of its $34 billion NIKE brand business, including strategy and brand evolution with a focus on elevating and advancing the brand and business through creativity and innovation.

•  Mr. Edwards has deep expertise in, and provides impactful perspectives about, product, design, innovation, marketing, merchandising, brand management, and global distribution of apparel and footwear products from his tenure at NIKE, where he led the brand to significant growth putting the consumer and the athlete at the center of all the company did and by spearheading a number of break-through product and consumer innovations.

•  Mr. Edwards’s leadership of the NIKE brand’s wholesale, retail and e-commerce operations globally, and his focus on transforming the digital landscape and connection with consumers digitally enables him to contribute valuable insights on the intersection of marketing and direct-to-consumer technology and implementation of digital and technology strategies.

COMMITTEES

Governance and Corporate
Responsibility, Talent and
Compensation

FAVORITE OUTDOOR ACTIVITY

MINDY F. GROSSMAN

AGE: 66

DIRECTOR SINCE: 2024

Experience

•  2022 – Present: Partner, The Consello Group

•  2017 – 2022: President and CEO, WW International, Inc. (formerly known as Weight Watchers)

•  2008 – 2017: CEO, HSNi

•  2006 – 2008: CEO, IAC Retail (direct to consumer retail portfolio including Home Shopping Network and Cornerstone Brands, which became a stand-alone public company, HSNi, in August 2008)

•  2000 – 2006: Global Vice President of Apparel, NIKE Inc.

•  1995 – 2000: President and CEO, Polo Jeans Company

•  1988 – 1995: Various leadership roles in the apparel industry (including Vice President, New Business Development, Polo Ralph Lauren Corporation, President, Chaps Ralph Lauren, Senior Vice President, Menswear, Warnaco, Inc., and senior positions, Tommy Hilfiger and Oxford Industries)

Former Public Company Directorships

•  2017 – 2022: WW International, Inc.

•  2012 – 2019: Bloomin Brands, Inc.

•  2008 – 2017: HSNi

Notable Skills and Qualifications and Key Board Contributions:

•  Ms. Grossman oversaw a $4 billion direct to consumer retail portfolio during her service as CEO and a member of the board of directors at HSNi. She positioned HSNi as a leader in boundaryless retail, integrating entertainment, content, commerce and community and offering customers a seamless shopping experience across multiple channels. She was also instrumental in the successful turnaround and subsequent 2008 spinoff of IAC Retail, which became a stand-alone public company known as HSNi. IAC Retail was comprised of HSN, the TV and digital shopping network and Cornerstone Brands, a portfolio of catalogues, websites and retail locations including Frontgate and Garnet Hill. Ms. Grossman also served as the first female Chair of the National Retail Federation.

•  Ms. Grossman brings to VF valuable insight and experience about the apparel industry, having served in numerous leadership roles at leading apparel companies, including as a Global Vice President of Apparel at NIKE Inc., where she oversaw its $4 billion global apparel business. Earlier in her career, Mindy served as President and CEO of Polo Jeans Company and in other senior leadership roles at Polo Ralph Lauren Corporation, Warnaco, Inc., Tommy Hilfiger, and Oxford Industries.

•  Ms. Grossman has extensive experience in building and transforming consumer brands. She has been widely recognized for her executive leadership and business accomplishments, including being named to Forbes Magazine’s “The 100 Most Powerful Women,” in 2016, 2013, 2012 and 2009, and The Financial Times’s “Top 50 Women in World Business” in 2011 and 2010.

COMMITTEES

Finance, Talent and Compensation

FAVORITE OUTDOOR ACTIVITY

MARK S. HOPLAMAZIAN

AGE: 60

DIRECTOR SINCE: 2015

Experience

•  2006 – Present: President and CEO, Hyatt Hotels Corporation

•  1989 – 2006: President, The Pritzker Organization

Other Public Company Directorships

•  2006 – Present: Hyatt Hotels Corporation

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Hoplamazian has substantial experience in international business development and operations and global brand management from his experience as President and CEO of Hyatt Hotels Corporation, a multi-brand publicly traded hospitality company serving consumers through more than 1,300 properties in more than 77 countries and has led Hyatt to achieve significant growth through multiple initiatives, including strategic M&A.

•  Overseeing and managing diverse and inclusive executive teams and a sizeable global workforce of more than 200,000 global employees, Mr. Hoplamazian brings valuable perspectives on human capital management efforts that attract and retain diverse, talented and engaged individuals committed to serving consumers.

•  Mr. Hoplamazian has extensive experience in finance, including capital allocation, investment and capital markets as well as cost discipline and cost management from overseeing the finance function as CEO of Hyatt and as President of The Pritzker Organization, the principal financial and investment advisor for Pritzker family business interests.

COMMITTEES

Finance, Talent and Compensation

FAVORITE OUTDOOR ACTIVITY

LAURA W. LANG

AGE: 68

DIRECTOR SINCE: 2011

Experience

•  2018 – Present: Senior Advisor, L Catterton

•  2014 – Present: Managing Director, Narragansett Ventures, LLC

•  2012 – 2013: CEO, Time Inc., a division of Time Warner

•  2008 – 2012: CEO, Digitas, Inc. and head of the company’s pure-play digital agencies, including Razorfish, Big Fuel, Denuo and Phonevalley

Other Public Company Directorships

•  2022 – Present: Oscar Health, Inc.

•  2020 – Present: Vroom, Inc.

Former Public Company Directorships

•  2014 – 2016: Care.com, Inc.

•  2010 – 2012: NutriSystem, Inc.

•  2005 – 2011: Benchmark Electronics, Inc.

Notable Skills and Qualifications and Key Board Contributions:

•  Ms. Lang brings valuable perspective on brand management and marketing, data analysis strategies, and connection with consumers developed over more than 20 years of experience in the marketing and media industry, including as CEO of Time, Inc., a publicly traded media company, and of Digitas, a marketing and technology agency, and leading its Publicis Groupe’s pure-play digital agencies.

•  Ms. Lang provides insights on emerging technology trends, the intersection of marketing and direct-to-consumer technology, and implementation of digital and technology strategies, as well as on talent attraction and retention for digital roles, developed as the Founder and Managing Director of Narragansett Ventures, an investment advisory firm focused on digital business transformation and growth investing, and from her experience leading digital marketing agencies.

•  Ms. Lang brings to the VF Board knowledge and experience in finance, including capital allocation, capital markets, business development and portfolio management and evaluating businesses from an investor perspective, gained through her CEO leadership roles and her roles at Narragansett Ventures and L Catterton, a private equity firm focused on building consumer brands.

COMMITTEES

Audit (Chair), Executive, Governance
and Corporate Responsibility

FAVORITE OUTDOOR ACTIVITY

W. RODNEY MCMULLEN

AGE: 63

DIRECTOR SINCE: 2016

Experience

•  2014 – Present: CEO, The Kroger Co.

•  2009 – 2013: President and COO, The Kroger Co.

•  1994 – 2009: Various leadership roles (including Vice Chairman, Executive Vice President, Senior Vice President, Group Vice President, and CFO), The Kroger Co.

Other Public Company Directorships

•  2003 – Present: The Kroger Co. (elected to the Board in 2003 and named Chair of the Board in 2015)

Former Public Company Directorships

•  2001 – 2020: Cincinnati Financial Corporation

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. McMullen’s deep experience overseeing and/or leading the finance function of Kroger, a publicly traded company and one of the world’s largest food retailers, as CEO, CFO and as Principal Accounting Officer, enables him to lead the Audit Committee and assist leadership and the Board with extensive finance, risk management and M&A expertise, including capital allocation, cost rationalization and management, and strategic planning.

•  At Kroger, Mr. McMullen has transformed the business through the successful acquisition and integration of companies and the development of new business models, a key skill set to contribute to the Board’s oversight of VF’s long-term strategy including its portfolio management strategies and its growth strategies.

•  Mr. McMullen has demonstrated leadership in sustainability, corporate responsibility, and ethical governance efforts that make a positive impact on communities and provide strategic value to Kroger, such as Kroger’s Zero Hunger | Zero Waste plan which achieved its goal to direct 3 billion meals to its communities while addressing hunger and waste concerns.

COMMITTEES

Audit, Executive, Finance

FAVORITE OUTDOOR ACTIVITY

CLARENCE OTIS, JR.

AGE: 68

DIRECTOR SINCE: 2004

Experience

•  2004 – 2014 (retired): CEO, Darden Restaurants, Inc.

•  2002 – 2004: Executive Vice President, Darden Restaurants, Inc., and President of its Smokey Bones Restaurants division

•  2002: Executive Vice President and CFO of Darden Restaurants, Inc.

•  1999 – 2002: Senior Vice President and CFO Darden Restaurants, Inc.

Other Public Company Directorships

•  2017 – Present: The Travelers Companies, Inc.

•  2006 – Present: Verizon Communications, Inc. (Lead Independent Director since 2019)

Former Public Company Directorships

•  2004 – 2014: Darden Restaurants, Inc. (Chair of the Board)

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Otis has nearly 30 years of leadership experience in the retail industry, including 10 years as CEO of Darden Restaurants, Inc., a publicly traded multi-brand full-service restaurant company with well-known consumer brands including Olive Garden, LongHorn Steakhouse and Capital Grille and he offers impactful guidance to the Board and leadership team on long-term strategic planning and execution useful for growing brands with complex retail operations.

•  Mr. Otis has significant risk management oversight experience specific to retail and consumer technology companies, including cybersecurity, through his leadership roles at Darden Restaurants and his Board experience at Verizon Communications, Inc.

•  Named one of the most influential directors in the board room by the National Association of Corporate Directors in 2019, Mr. Otis brings deep understanding of strategic planning, corporate governance, social initiatives and succession planning gained through public company Board leadership, including his Board leadership roles on the VF Board as a previous Chair of VF’s Audit Committee and previous Chair of VF’s Governance and Corporate Responsibility Committee.

(Also see footnote 4 to the “Common Stock Beneficial Ownership of Certain Beneficial Owners” table below.)

COMMITTEES

Audit, Executive, Finance (Chair)

FAVORITE OUTDOOR ACTIVITY

CAROL L. ROBERTS

AGE: 64

DIRECTOR SINCE: 2017

Experience

•  2011 – 2017 (retired): Senior Vice President and CFO, International Paper Company

•  2005 – 2010 Senior Vice President, Industrial Packaging, International Paper Company

•  1981 – 2004: Various leadership roles (including Senior Vice President, Packaging and Vice President, Industrial Packing and Vice President, People Development), International Paper Company

Other Public Company Directorships

•  2016 – Present: Alcoa Corporation

Former Public Company Directorships

•  2014 – 2016: Arconic, Inc., formerly known as Alcoa, Inc.

Notable Skills and Qualifications and Key Board Contributions:

•  Ms. Roberts brings to the Board significant finance and M&A expertise from her tenure as CFO of International Paper, a publicly traded company and global leader in packaging and paper with manufacturing operations in countries around the world, which enables her to lead the Finance Committee and assist leadership and the Board with finance, accounting and risk management expertise, including expertise with financial controls, capital allocation, investment oversight, cost management, and strategic planning.

•  With engineering expertise and a 40 year tenure with International Paper in various manufacturing, operations and executive leadership roles, including as Senior Vice President, Industrial Packaging, Ms. Roberts has led large, complex organizations and obtained deep experience in agile operations and logistics excellence.

•  Ms. Roberts has strong knowledge of human capital management gained through first-hand experience of leading teams and as International Paper’s Vice President of People Development during which she developed programs focused on talent development and employee engagement.

COMMITTEES

Executive (as of July 1, 2024),

Governance and Corporate
Responsibility (Chair as of July 1,
2024), Talent and Compensation

FAVORITE OUTDOOR ACTIVITY

MATTHEW J. SHATTOCK

AGE: 61

DIRECTOR SINCE: 2013

Experience

•  2009 – 2019 (retired): CEO, Beam Suntory, Inc., first as an operating unit of Fortune Brands and then as a standalone public company until it was acquired by Suntory Holdings Limited in 2014

•  2003 – 2009: Various leadership roles, Cadbury, PLC

•  1987 – 2003: Various leadership roles, Unilever, PLC

Other Public Company Directorships

•  2020 – Present: Domino’s Pizza Group, PLC (Non-Executive Chair)

•  2018 – Present: The Clorox Company (Lead Independent Director since January 2024 and Independent Chair from 2021 to 2023)

Former Public Company Directorships

•  2011 – 2014: Beam, Inc.

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Shattock provides valuable guidance on elevating and sustaining iconic global brands developed over 30 years of leadership experience in the consumer products industry, including as CEO of Beam Suntory, one of the world’s largest premium spirits companies with well-known brands, such as Jim Beam, Maker’s Mark, and Knob Creek bourbons.

•  Mr. Shattock has substantial experience with portfolio management, including overseeing the successful acquisition and integration of companies such as the integration of the Beam and Suntory spirits businesses that led to a period of significant growth for the Jim Beam brand, a key skill set that contributes to the Board’s oversight of VF’s long-term strategy including its portfolio management and growth strategies.

•  Mr. Shattock brings deep experience in human capital management and executive compensation matters from his role as former Chair of the Talent and Compensation Committee for VF and in corporate governance, strategy oversight and risk management from his tenure as Chair of three publicly held consumer products and/or retail companies, Beam Suntory, Clorox, and Domino’s Pizza.

COMMITTEES

Audit, Governance and Corporate Responsibility

FAVORITE OUTDOOR ACTIVITY

MOUNTAIN BIKING

KIRK C. TANNER

AGE: 56

DIRECTOR SINCE: 2024

Experience

•  2024 – Present: President and CEO, The Wendy’s Company

•  2019 – 2024: CEO, North America Beverages, PepsiCo, Inc.

•  2016 – 2018: President and COO, North America Beverages, PepsiCo, Inc.

•  2015 – 2016: COO, North America Beverages and President, Global Foodservice, PepsiCo, Inc.

•  2014 – 2015: President, Global Foodservice Division, PepsiCo, Inc.

•  1992 – 2014: Various leadership roles (including Senior Vice President, Frito-Lay North America’s West region and Vice President, Sales, PepsiCo U.K. and Ireland), PepsiCo, Inc.

Other Public Company Directorships

•  2024 – Present: The Wendy’s Company

Notable Skills and Qualifications and Key Board Contributions:

•  Mr. Tanner has over 30 years of experience leading and growing global consumer brands and is now President and CEO of The Wendy’s Company, a publicly traded developer, operator and franchisor of quick-service restaurants, with over 7,000 locations around the world. He brings a valuable consumer-centric mindset and broad experience with brand building for well-known consumer brands.

•  During his tenure at PepsiCo, Inc., a leader in beverages, snacks and foodservice, including as CEO of North America Beverages, he was instrumental in accelerating revenue growth by enhancing operational performance, incubating and launching new products, entering new markets, and forming strategic partnerships and transactions with major sports leagues and restaurant chains. His experience transforming and growing brands will be vital to VF as it seeks to accelerate growth in its brands.

•  Mr. Tanner’s more than 30 years of experience in leadership at companies with deep commitments to their products, people and communities, and leadership on sustainability topics, including energy and emissions reduction and more sustainable packaging, will help guide VF in its sustainability and social and corporate responsibility efforts.

SKILLS AND EXPERIENCE

Talent and Culture

Design and Product Innovation

Operations and Process Transformation

Finance

Portfolio Management/M&A

Apparel/Footwear/

Consumer Products

Retail/Direct to Consumer

Brand Growth and
Management

Digital, Data Insights and
Analytics

Environmental/Sustainability/
Climate Change

Global Perspective

IT/Cybersecurity/Privacy

Public Company Executive

Denotes public company CEO experience

DEMOGRAPHICS

Gender

Race/Ethnicity

African American or Black

Asian

White

IDENTIFY

•  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 and enable the Board to oversee long-term shareholder value creation.

•  The Governance and Corporate Responsibility Committee (the “Governance Committee”) identifies potential candidates that are proposed by Board members, management, third-party search firms and our shareholders for any new independent director.

EVALUATE

•  The Board and the Governance 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 and priorities as well as past contributions to the Board of sitting directors, including as part of the Board’s annual self-evaluation process.

SELECT AND RECOMMEND

•  Candidates are selected for their exceptional character, integrity and judgment, best in class business experience, acumen and skills, 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 Governance 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 Governance Committee considers this policy to have been effective to date in identifying and evaluating diverse candidates.

CORPORATE GOVERNANCE AT VF

VF’s Board of Directors oversees and monitors the effectiveness of the management of the business and affairs of VF. Currently, members of the Board are kept informed of VF’s business through discussions with the Chair, the President and Chief Executive Officer and other officers, by reviewing VF’s annual business plan and other materials provided to them and by participating in meetings of the Board and its committees. In addition, to promote open discussion among the independent directors, those directors meet in regularly scheduled executive sessions without management present.

During fiscal 2024, the independent directors met in executive session without management present five times at regularly scheduled Board meetings. From April 2016 through December 2022, VF had a lead director structure, in which the independent directors annually elected a lead independent director whose duties included those described under “Corporate Governance Principles” below.

CHAIR OR LEAD DIRECTOR STRUCTURE

Benno Dorer had been selected by the Board to serve as our lead independent director and served in such position from July 2021 to December 2022.

Upon Mr. Dorer’s appointment as our Interim President and Chief Executive Officer in December 2022, the Board appointed Richard Carucci as Interim Chair of the Board.

Upon Mr. Darrell’s appointment as our President and Chief Executive Officer effective July 2023, the Board appointed Mr. Carucci as Chair of the Board.

•  further enhanced our proxy materials to include additional disclosure around our incentive compensation metrics and special equity awards, as well as enhanced disclosure about our independent auditor and the Board’s involvement in human capital management;

•  reinforced our commitment to diversity with disclosure of diversity characteristics of our directors based on information self-identified by each director nominee, reflecting Board composition that represents the needs of VF’s global business, workforce and stakeholders;

•  provided additional transparency to our U.S. workforce demographics by releasing our consolidated 2021 EEO-1 report in 2022 and our consolidated 2022 EEO-1 report in 2023, and we plan to continue to do so annually;

•  continuously improved our environmental and social and corporate responsibility disclosures, including enhancing our sustainability and inclusion, diversity, and equity disclosures, and better integration of all such disclosures into our Environmental & Social Responsibility report, and The VF Foundation’s Impact Report;

•  enhanced our proxy statement disclosure of Board refreshment and individual director skills;

•  amended our By-Laws to give shareholders a right to proxy access for director nominations;

•  adopted a policy against director overboarding;

•  disclosed the principles governing our approach to political expenditures, including disclosure of U.S.-based organizations to which we have contributed trade association payments of $25,000 or more, payments to IRS 527 entities, and payments to advocacy organizations that engage in political activities; and

•  amended our Corporate Governance Principles and the Charter of the Governance and Corporate Responsibility Committee to require that, in the event the Board conducts a search for a new director or an external search for a new chief executive officer, the initial pool of candidates will include qualified female, gender, and racially/ethnically diverse candidates (also known as the “Rooney Rule”).

•  A substantial majority of the members of the Board should be independent

•  The Board is authorized to engage outside independent advisors as it deems appropriate

•  Independent Board members meet in executive session at each regularly scheduled Board meeting

•  Directors are expected to avoid any employment or other service that creates any actual or potential material conflict of interest or impairs the director’s ability to effectively serve on the Board

•  Majority voting for directors in uncontested elections

•  If the chair of the Board is not an independent director, election of a lead independent director, whose duties would include presiding at meetings of the Board at which the chair is not present, serving as a liaison between the chair and the independent directors, approving meeting agendas and schedules, having authority to call meetings of the independent directors and being available for consultation and direct communication with major shareholders

•  Annual Board self-evaluation

•  Directors are expected 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

•  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)

•  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

•  Directors are expected to attend Board meetings and committee meetings of which they are members, as well as annual meetings of shareholders

•  Qualified female, gender, and racially/ethnically diverse candidates are included in the initial list of candidates from which any new independent director nominee is chosen by the Board

•  Mandatory retirement for Board members at the annual meeting of shareholders following attainment of age 72

•  Succession planning for the chief executive officer, and in the event the Board conducts an external search for a new chief executive officer, the initial pool of candidates will include qualified female, gender, and racially/ethnically diverse candidates

•  Directors are required to offer to submit their resignation to the Board for consideration upon a substantial change in principal occupation or business affiliation

CURRENT MEMBERS

•   Richard T. Carucci

•   Alexander K. Cho

•   W. Rodney McMullen (Chair)

•   Clarence Otis, Jr.

•   Carol L. Roberts

•   Kirk C. Tanner

MEETINGS IN FISCAL 2024

9

Primary Responsibilities

•  Selecting the independent registered public accounting firm for VF;

•  reviewing the scope of the audit to be conducted by the independent registered public accounting firm;

•  meeting with the independent registered public accounting firm concerning the results of their audit and VF’s selection and disclosure of critical accounting policies;

•  reviewing with management and the independent registered public accounting firm VF’s annual and quarterly statements prior to filing with the SEC;

•  overseeing the scope and adequacy of VF’s system of internal controls over external financial reporting;

•  reviewing the status of compliance with laws, regulations, and internal procedures, contingent liabilities and risks that may be material to VF, including material environmental or social responsibility regulations;

•  preparing a report to shareholders annually for inclusion in the proxy statement;

•  serving as the principal liaison between the Board of Directors and VF’s independent registered public accounting firm;

•  overseeing VF’s risk management processes and reviewing risk management matters and plans, including enterprise risk management;

•  reviewing health and safety matters; and

•  overseeing and reviewing cybersecurity and information security matters.

Other Governance Matters

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, Otis, and Tanner 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, Otis, and Tanner 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.

CURRENT MEMBERS

•   Richard T. Carucci

•   Bracken Darrell
(ex officio)

•   Mark S. Hoplamazian

•   Laura W. Lang

•   Clarence Otis, Jr.

•   Carol L. Roberts
(Chair)

MEETINGS IN FISCAL 2024

5

Primary Responsibilities

Overseeing and reviewing:

•  VF’s dividend policy;

•  changes in capital structure, including debt or equity issuances;

•  VF’s plans and forecast for VF’s balance sheet, cash flow and liquidity;

•  VF’s use of currency and interest rate hedging and derivatives;

•  VF’s brand portfolio;

•  the financial aspects of proposed acquisitions or divestitures;

•  VF’s annual capital expenditure budgets and certain capital projects;

•  VF’s tax strategy; and

•  the funding policy for VF’s benefit plans.

CURRENT MEMBERS

•   Alexander K. Cho

•   Juliana L. Chugg

•   Benno Dorer
(Chair)

•   Trevor A. Edwards

•   Mindy F. Grossman

•   W. Rodney McMullen

•   Matthew J. Shattock
(Chair as of July 1,
2024)

•   Kirk C. Tanner

MEETINGS IN FISCAL 2024

9

Primary Responsibilities

•  Board refreshment planning and recommending to the Board of Directors criteria for Board membership, screening potential candidates for director and recommending candidates to the Board of Directors, including identifying qualified female, gender, racially and/or ethnically diverse individuals in the list of candidates;

•  recommending to the Board a succession plan for the Chair of the Board (or delegating such responsibility to the full Board);

•  overseeing the Board’s annual self-evaluation process;

•  reviewing and evaluating strategies, programs, policies, practices and disclosures relating to environmental and social and corporate responsibility issues, impacts and risks to support the sustainable and responsible growth of VF’s businesses, including oversight of VF’s Sustainability and Responsibility strategies and targets; and

•  reviewing developments in corporate governance and making recommendations to the Board on governance policies and principles for VF.

CURRENT MEMBERS

•  Juliana L. Chugg
(Chair)

•  Benno Dorer

•  Trevor A. Edwards

•  Mindy F. Grossman

•  Mark S. Hoplamazian

•  Laura W. Lang

•  Matthew J. Shattock

MEETINGS IN FISCAL 2024

6

Primary Responsibilities

•  Reviewing and approving, and recommending to the Board for approval of, VF’s goals and objectives relative to the compensation of the Chief Executive Officer (“CEO”), evaluating the CEO in light of these goals and objectives, and setting the CEO’s compensation level based on this evaluation and recommending to the Board approval of CEO compensation;

•  annually reviewing the performance evaluations of the other senior executive officers of VF;

•  annually recommending to the Board the salary of each senior executive officer of VF and reviewing management’s recommendations regarding the salaries of other senior officers;

•  making recommendations to the Board with respect to plans for succession to the position of CEO;

•  reviewing succession plans for key senior executive officer positions, including the CEO;

•  making recommendations to the Board with respect to incentive compensation-based plans and equity-based plans;

•  periodically reviewing all of VF’s compensation and benefit plans insofar as they relate to senior executive officers to confirm that such plans remain equitable and competitive;

•  administering and interpreting VF’s compensation plans, in accordance with the terms of each plan;

•  approving an annual compensation committee report for inclusion in the proxy statement;

•  reviewing and approving the implementation or revision of any claw-back policy allowing VF to recoup compensation paid to senior executive officers and other employees;

•  reviewing VF’s Compensation Discussion and Analysis and any other executive compensation and human capital management disclosures required in VF’s annual report on Form 10-K or in the proxy statement and discussing the same with management;

•  periodically reviewing the competitiveness and appropriateness of the compensation program for non-employee directors and recommending to the Board compensation to be paid to non-employee directors;

•  providing oversight to VF’s strategies relating to human capital management, including culture, talent development and succession planning, inclusion, diversity and equity, and other human capital initiatives; and

•  reviewing and recommending to the Board VF’s submissions to shareholders on executive compensation matters.

Other Governance Matters

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 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.

DETERMINE PROCESS FORMAT

In order to enhance Board effectiveness and continually improve our governance practices, in fiscal 2024, the Governance Committee, which is responsible for the overall structure of the evaluation process, engaged a third-party facilitator to further enhance its Board evaluation program. The Governance Committee believes that periodic use of third-party evaluations may strengthen Board effectiveness as the third-party facilitator will bring broad market insight and an objective, candid perspective on a wide range of governance matters, including board dynamics, structure and composition, information practices, meeting schedules and agendas, decision-making and overall effectiveness.

LAUNCH PROCESS

The process entailed members of the Board considering responses to a broad range of questions regarding the functioning and effectiveness of the Board and its Committees.

1-ON-1 INTERVIEWS

The third-party facilitator held individual sessions with each of the directors to elicit feedback concerning the collective performance of the Board and the Committees on which such director sits, and gathered information about areas where the Board, its Committees and its individual directors may improve effectiveness and performance.

SUMMARY AND PRESENTATION

Following completion of the interviews, the third-party facilitator summarized the responses for a discussion with the Chair of the Board, and presented the evaluation to the full Board for discussion as a whole.

FEEDBACK

This feedback helped the Board identify and consider themes or issues that have emerged and provide feedback to management.

the Board conducts an extensive annual review of VF’s strategic plans, operating plan, capital structure and brand portfolio strategy;

the Board receives information and updates from senior management and engages with senior leaders with respect to VF’s enterprise and brand strategies, the competitive environment, enterprise risks and opportunities, environmental and social responsibility initiatives and human capital management strategies, including matters related to inclusion, diversity and equity;

independent directors hold regularly scheduled executive sessions without management present, to review VF strategy and discuss VF performance. Committees of the Board also meet in private session with senior management in VF’s financial, legal and compliance, and internal audit functions, among others; and

the Board discusses and reviews feedback on strategy from shareholders and stakeholders.

Annual Retainer

Annual Equity Retainer

Committee Fees

Chair Fee

Lead Director or Interim Chair Fee

Talent and Compensation and Audit Committee Chair Fee

Governance and Corporate Responsibility and Finance Committee Chair Fee

Meeting Fee for Board meeting in excess of ten meetings during the year

Special Assignments in connection with Board or Committee Activity

Stock Ownership Guidelines

The actual dollar value for options and RSUs awarded to directors varies slightly due to sizing of equity awards, and for fiscal 2024 it was $182,826. Mr. Edwards received a pro-rated equity retainer of $70,889 due to his election to the Board effective October 22, 2023. Ms. Brown received a pro-rated equity retainer of $23,508 due to her election to the Board effective February 14, 2024. Terms of the awards are described in the footnotes to the fiscal 2024 Independent Director Compensation table below.

The Compensation Committee and Board determined that no additional per meeting or special assignment fees would be paid to directors for fiscal 2024.

Among other factors, the Committee may consider fluctuation in the price of VF Common Stock in determining whether a director satisfies the guidelines. All of the current directors have met the guideline targets for director stock ownership except for Ms. Grossman and Messrs. Cho, Edwards and Tanner, who are in a five-year period to achieve the guideline ownership level.

FEES
EARNED OR PAID IN
CASH⁽¹⁾

($)

Caroline T. Brown⁽⁵⁾

Richard T. Carucci⁽⁶⁾

Alexander K. Cho

Juliana L. Chugg

Trevor A. Edwards⁽⁷⁾

Mark S. Hoplamazian