V F CORP
For the period ended Jul 28, 2026. Filed Jun 15, 2026.
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Jul 28, 2026 · Filed Jun 15, 2026
Contents
Components of our Compensation Programs
An overview of our fiscal 2026 compensation programs is provided in the table below. A more comprehensive explanation, including details for each component of our NEOs’ fiscal 2026 total compensation, is provided in “2026 Elements of Compensation and Decisions” below.
| Component | Form of Award | Terms | Objective | Vesting Period |
|---|---|---|---|---|
| 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 |
| AIP | Cash | • Variable, performance-based cash compensation earned based on achieving pre-established annual goals • Annual payouts range from 0% to 200% of the targeted incentive opportunity | • Link compensation to annual operating and strategic performance objectives | One Year |
| LTI | Time-based RSUs with a relative TSR component 50% of LTI Award | • Time-based RSUs vest over a five-year period, in four equal installments, commencing on the second anniversary of the grant date. The fourth tranche vesting is based on achieving relative TSR over a five-year performance period. • The fourth tranche either vests in full or is fully forfeited • Dividend equivalent units accumulate during the vesting period and are only paid on vested awards • Paid in shares of VF Common Stock upon vesting | • Link rewards to relative TSR • Link rewards to shareholder value creation through stock price growth over extended period • Aid in retention | Five Years |
| Time-based RSUs 50% of LTI Award | • Time-based RSUs vest in equal annual installments for four years with each vesting occurring on the anniversary of the grant date • Dividend equivalent units accumulate during the vesting period and are only paid on vested awards • Paid in shares of VF Common Stock upon vesting | • Link rewards to shareholder value creation through stock price growth over an extended period • Aid in retention | Four Years |
| 36 | / | VF Corporation 2026 Proxy Statement |
For fiscal 2026, the components of total direct compensation(1) for our CEO and other NEOs were as depicted below.
| (1) | Excludes CEO Performance Award and one-time increase to other NEOs |
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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