V F CORP
For the period ended Jul 22, 2025. Filed Jun 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 22, 2025 · Filed Jun 9, 2025
Contents
Components of our Compensation Programs
An overview of our fiscal 2025 compensation programs is provided in the table below. A more comprehensive explanation, including details for each component of our continuing NEOs’ fiscal 2025 total compensation, is provided in “Fiscal 2025 Elements of Compensation and Decisions” below.
| Type | Component | Terms | Objective | Performance/ Vesting Period |
|---|---|---|---|---|
| Fixed Compensation | Annual Base Salary – Cash | • Fixed pay reflective of an executive’s role, responsibilities and individual performance • Reviewed annually | • Competitively compensate executives for their level of responsibility, skills, experience and sustained individual contribution | N/A |
| Performance- Based Compensation | AIP – Cash | • Variable, performance-based cash compensation earned based on achieving pre-established short-term goals for each designated performance period • Annual payouts range from 0% to 200% of the targeted incentive opportunity | • Link compensation to annual operating and strategic performance objectives | Two Six-Month Periods |
| Long-term Equity Incentive Awards – PRSUs – Weighted 50% of Total Long-Term Equity Incentives | • Variable, performance-based equity compensation earned based on achieving pre-established financial goals and relative TSR over a three-year performance period • Payouts range from 0% to 200% of the targeted incentive opportunity based on financial performance (further modified by -25%/0%/+25% based on the relative TSR modifier) • Generally vest at the end of the three-year performance period • Dividend equivalent units accumulate during the vesting period and are only paid on earned shares • Paid in shares of VF Common Stock upon vesting | • Link rewards to long-term operating performance and relative TSR • Link rewards to shareholder value creation through stock price growth • Aid in retention | Three Years | |
| Long-term Equity Incentive Awards – Stock Options – Weighted 50% of Total Long-Term Equity Incentives | • Generally vest one third each year for three years, with each vesting occurring on the anniversary of the grant date • Expire after ten years • Granted at fair market value | • Link rewards to shareholder value creation through stock price growth over an extended period • Aid in retention | Up to Ten Years |
| VF Corporation 2025 Proxy Statement | / | 37 |
|---|
In establishing the components of executive compensation, the Committee, in consultation with its independent consultant, assesses whether the program’s terms promote unnecessary risk-taking. In performing this assessment, the Committee reviews such compensation design elements as pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, equity incentives, stock ownership requirements, clawback provisions and VF’s trading policies. After performing this analysis, the Committee has concluded that the program does not promote excessive or unnecessary risk-taking that is reasonably likely to have a material adverse impact on the Company.
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