DEF 14A of V F Corp, Jun 11, 2024

DEF 14A of V F Corp

Filed Jun 11, 2024 · FY20240001193125-24-158686

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | | | Richard T. Carucci | Alexander K. Cho | Juliana L. Chugg | Bracken Darrell | Trevor A. Edwards | Mindy F. Grossman | | Chair | | | President & CEO | | |

  3. Director Nominees

    | | | | | | | | | Mark S. Hoplamazian | Laura W. Lang | W. Rodney McMullen | Clarence Otis, Jr. | Carol L. Roberts | Matthew J. Shattock | Kirk C. Tanner |

  4. NOMINEES

    NOMINEES Our Board selected the nominees based on their experience, qualifications, attributes and skills and the belief that each can make substantial, unique and complementary contributions to VF. Together, our nominees bring to our Board a vast array of public company and multi-brand consumer product and/or direct-to-consumer company experience, and domestic and international business experience. In addition, our nominees represent diverse viewpoints and bring a blend of historical and new perspectives about VF as a result of their varied lengths of tenure as our directors. Our Board believes, in totality, this mix of attributes among the nominees enhances our Board’s independent leadership and effectiveness and is well-suited for VF’s business and organizational complexities and long-term strategy.

  5. NOMINEES

    | 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. | | |

  6. NOMINEES

    | VF Corporation 2024 Proxy Statement | / | 3 |

  7. NOMINEES

    | 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. | | |

  8. NOMINEES

    | 4 | / | VF Corporation 2024 Proxy Statement |

  9. NOMINEES

    | 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.) | | |

  10. NOMINEES

    | VF Corporation 2024 Proxy Statement | / | 5 |

  11. NOMINEES

    | 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. | | |

  12. NOMINEES

    | 6 | / | VF Corporation 2024 Proxy Statement |

  13. NOMINEES

    | 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. | | |

  14. NOMINEES

    | VF Corporation 2024 Proxy Statement | / | 7 |

  15. NOMINEES

    | 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. | | |

  16. NOMINEES

    | 8 | / | VF Corporation 2024 Proxy Statement |

  17. NOMINEES

    | 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. | | |

  18. NOMINEES

    | VF Corporation 2024 Proxy Statement | / | 9 |

  19. NOMINEES

    | 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. | | |

  20. NOMINEES

    | 10 | / | VF Corporation 2024 Proxy Statement |

  21. NOMINEES

    | 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. | | |

  22. NOMINEES

    | VF Corporation 2024 Proxy Statement | / | 11 |

  23. NOMINEES

    | 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.) | | |

  24. NOMINEES

    | 12 | / | VF Corporation 2024 Proxy Statement |

  25. NOMINEES

    | 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. | | |

  26. NOMINEES

    | VF Corporation 2024 Proxy Statement | / | 13 |

  27. NOMINEES

    | 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. | | |

  28. NOMINEES

    | 14 | / | VF Corporation 2024 Proxy Statement |

  29. NOMINEES

    | 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. | | |

  30. NOMINEES

    | VF Corporation 2024 Proxy Statement | / | 15 |

  31. Board Diversity

    Board Diversity The following graphics reflect certain background and demographic information of the director nominees for the Annual Meeting.

  32. Board Diversity

    | 16 | / | VF Corporation 2024 Proxy Statement |

  33. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE Our director nominees bring a balance of skills, attributes and experience to their oversight of VF as shown in the table below that identifies those that are most relevant to Board service and to VF’s business, industry and strategic priorities. This high-level summary is not intended to be an exhaustive list of each director nominee’s skills or contributions to the Board. However, each of the skills identified generally reflect significant experience in the director’s capacity as a full-time executive. The attributes or experiences described below are those reviewed by the Governance and Corporate Responsibility Committee and the Board in making nomination decisions, as part of the Board succession planning process, and to identify opportunities for Board education.

  34. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 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 | ● | ● | ● | | ● | | | | | | ● | | |

  35. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Denotes public company CEO experience |

  36. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | VF Corporation 2024 Proxy Statement | / | 17 |

  37. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | TALENT AND CULTURE: Experience in designing and implementing strategies and processes to help attract, engage, develop and retain exceptional and diverse talent, including experience with employee health and safety, labor relations, work environment and culture, talent development and compensation and benefits. | | | DESIGN AND PRODUCT INNOVATION: Experience in the development of strategies and processes to design, develop and deliver innovative products. | | | OPERATIONS AND PROCESS TRANSFORMATION: Experience in and commitment to operational excellence, including management and integration of manufacturing, transportation and information across the supply chain, and agile process transformation and integration to reduce costs, maximize speed and productivity and ensure efficiency and effectiveness. | | | FINANCE: Advanced understanding of finance, accounting and investor relations, including capital allocation, cost management, debt/capital market transactions and restructurings and ability to provide strong oversight of our capital structure, liquidity, leverage, financial reporting and internal controls. Includes experience as principal financial or accounting officer, public accountant or auditor or experience actively supervising a person in such a position. | | | PORTFOLIO MANAGEMENT/M&A: Experience in portfolio management and strategic acquisitions and divestitures and integration of acquisitions, and strategies to support sustained growth and long-term value creation. | | | APPAREL/FOOTWEAR/CONSUMER PRODUCTS: Experience with consumer products, such as apparel, footwear and equipment, including manufacturing, sourcing, design, merchandising, and go to market. | | | RETAIL/DIRECT TO CONSUMER: Retail or DTC experience, including e-commerce, and proven knowledge of consumers, including ways to deeply connect with consumers and risks associated with DTC business. | | | BRAND GROWTH AND MANAGEMENT: Experience in building, maintaining and/or reinvigorating brand equity or brand value. | | | DIGITAL, DATA INSIGHTS AND ANALYTICS: Experience in digital business, processes and transformation and data collection and analysis to help us better understand our consumers and key business trends. | | | ENVIRONMENTAL/SUSTAINABILITY/CLIMATE CHANGE: Experience in environmental and social matters, including environmental sustainability, human rights, health and safety, and product safety to support our commitment to corporate citizenship and social responsibility. | | | GLOBAL PERSPECTIVE: A significant portion of our production and sales activity occurs outside of the United States. Understanding diverse business environments, economic conditions, geopolitical and other global risks, and cultural perspectives helps to inform our global growth strategy and enhance oversight of our multinational operations. | | | IT/CYBERSECURITY/PRIVACY: Experience in technology or cybersecurity or privacy, including overseeing risks related to emerging cybersecurity developments, threats and strategies to support our focus on digitalization and use of data. | | | PUBLIC COMPANY EXECUTIVE: Experience serving in executive leadership positions enhances understanding of public company considerations and capital structure relevant to our business. |

  38. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | | Women | | | | Total Diversity | | | | Independent | | 23% | | Born Outside the U.S. | | 62 yrs | | Average Age |

  39. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 18 | / | VF Corporation 2024 Proxy Statement |

  40. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | DEMOGRAPHICS | | | | | | | | | | | | | | | Gender | M | M | F | M | M | F | M | F | M | M | F | M | M | | Race/Ethnicity | | | | | | | | | | | | | | | African American or Black | | | | | | | | | | | | | | | Asian | | | | | | | | | | | | | | | White | | | | | | | | | | | | | |

  41. Board of Directors

    Board of Directors Thirteen of VF’s current directors are non-employee directors. Under the NYSE Corporate Governance Rules, no director qualifies as “independent” unless the Board of Directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). To assist it in making determinations of independence, the Board has adopted categorical standards that are part of the Corporate Governance Principles available on VF’s website (www.vfc.com). In evaluating the independence of directors, the Board considered transactions and relationships between each director and members of his or her immediate family. When considering commercial transactions that are made from time to time in the ordinary course of business between VF and certain entities affiliated with non-management directors, transactions are not considered to be a material transaction that would impair the independence of the relevant non-management director if the director is an executive officer or employee of another company that does business with VF in an amount which, in any single fiscal year for the past three fiscal years, is less than the greater of $1 million or 2% of such other company’s consolidated gross revenues. The Board determined that twelve of VF’s thirteen nominees for director are free of any material relationship with VF, other than their service as directors, and are “independent” directors both under the Listing Standards of the NYSE and the categorical standards adopted by the Board. The Board determined that Mses. Chugg, Grossman, Lang, and Roberts and Messrs. Carucci, Cho, Edwards, Hoplamazian, McMullen, Otis, Shattock, and Tanner are independent directors, and that Mr. Darrell is not an independent director. The Board, in making its determination as to Mr. Cho’s independence, considered that he is President, Personal Systems of HP Inc., which is a vendor (through resellers) to VF Corporation in the ordinary course of business. The Board, in making its determination as to Mr. Hoplamazian’s independence, considered that he is President, Chief Executive Officer and a director of Hyatt Hotels Corporation, which is a vendor to VF Corporation in the ordinary course of business. The Board, in making its determination as to Mr. McMullen’s independence, considered that he is Chair and Chief Executive Officer of The Kroger Co. which transacts business with VF in the ordinary course of business. The Board, in making its determination as to Ms. Chugg’s and Mr. Otis’s independence, considered that Ms. Chugg and Mr. Otis serve as two of the three Trustees under the Barbey Family Trust accounts (collectively, the “Trusts”). Because all decisions of the Trustees require a majority vote, and thus none of the three Trustees individually controls the decision-making of the Trustees, the Trustees are not considered to separately beneficially own the VF Common Stock held by the Trusts (the “Trust Shares”). As a result, and after considering all other relevant factors related to their roles as Trustees, the Board

  42. Board of Directors

    | VF Corporation 2024 Proxy Statement | / | 23 |

  43. Board of Directors

    determined that Ms. Chugg’s and Mr. Otis’s status as Trustees of the Trusts does not give rise to a material relationship with VF other than in their service as directors. During fiscal 2024, VF’s Board of Directors held eleven meetings. Under VF’s Corporate Governance Principles, directors are expected to attend all meetings of the Board, all meetings of committees of which they are members and the annual meetings of shareholders. Every current member of the Board, since the time of his or her election to the Board, attended at least 75% of the total number of meetings of the Board and all committees on which he or she served during fiscal 2024, and every member of the Board who was a Board member in July 2023 attended the Annual Meeting of Shareholders in July 2023.

  44. Directors’ Compensation

    | COMPENSATION ELEMENT | DIRECTOR COMPENSATION PROGRAM | | Annual Retainer | $100,000 | | Annual Equity Retainer | Approximately $180,000(1)(split approximately equally between options and RSUs) | | Committee Fees | None | | Chair Fee | $200,000 | | Lead Director or Interim Chair Fee | $40,000 | | Talent and Compensation and Audit Committee Chair Fee | $35,000 | | Governance and Corporate Responsibility and Finance Committee Chair Fee | $25,000 | | Meeting Fee for Board meeting in excess of ten meetings during the year | $2,000 per meeting(2) | | Special Assignments in connection with Board or Committee Activity | $1,000 per day per assignment(2) | | Stock Ownership Guidelines | Stock ownership with a fair market value equal to five times the annual retainer(3) |

  45. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

  46. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | DIRECTOR | FEES EARNED OR PAID IN CASH(1) ($) | RSU AWARDS(2) ($) | OPTION AWARDS(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Caroline T. Brown(5) | $-0- | $10,182 | $13,326 | $-0- | $23,508 | | Richard T. Carucci(6) | 274,313 | 90,001 | 92,825 | -0- | 457,139 | | Alexander K. Cho | 100,000 | 90,001 | 92,825 | -0- | 282,826 | | Juliana L. Chugg | 135,000 | 90,001 | 92,825 | 10,000 | 327,826 | | Trevor A. Edwards(7) | 25,000 | 30,990 | 39,899 | -0- | 95,889 | | Mark S. Hoplamazian | 100,000 | 90,001 | 92,825 | -0- | 282,826 | | Laura W. Lang | 100,000 | 90,001 | 92,825 | -0- | 282,826 | | W. Rodney McMullen | 135,000 | 90,001 | 92,825 | -0- | 317,826 | | Clarence Otis, Jr. | 100,000 | 90,001 | 92,825 | -0- | 282,826 | | Carol L. Roberts | 125,000 | 90,001 | 92,825 | -0- | 307,826 | | Matthew J. Shattock | 100,000 | 90,001 | 92,825 | -0- | 282,826 |

  47. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | (1) Messrs. Carucci, Cho, Hoplamazian, McMullen, and Shattock and Ms. Chugg elected to defer all of their cash compensation in calendar year 2023. Messrs. Carucci, Cho, Hoplamazian, McMullen, and Shattock elected to defer all of their cash compensation in calendar year 2024. |

  48. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | (2) Each director serving in fiscal 2024 other than Mr. Edwards and Ms. Brown was awarded 5,014 RSUs on May 26, 2023. Mr. Edwards was awarded 2,212 RSUs on November 2, 2023. Ms. Brown was awarded 632 RSUs on February 21, 2024. The value in this column is the grant date fair value ($17.95, $14.01 and $16.11 per RSU for the RSUs awarded on May 26, 2023, November 2, 2023 and February 21, 2024, respectively) computed in accordance with FASB ASC Topic 718. The assumptions used and the resulting weighted average value of RSUs granted during fiscal 2024 are summarized in Note 19 to VF’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 30, 2024. These RSUs, which are vested and non-forfeitable at grant, remained outstanding on March 30, 2024, and at that date each non-employee director granted RSUs in fiscal 2024 held a total of 5,014 RSUs other than Mr. Edwards, who held a total of 2,212 RSUs, and Ms. Brown, who held a total of 632 RSUs. RSUs earn dividend equivalents and are settled in shares of VF Common Stock one year after the date of grant. |

  49. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | (3) Each director serving in fiscal 2024 other than Mr. Edwards and Ms. Brown was awarded options to purchase 15,733 shares of VF Common Stock on May 26, 2023. Mr. Edwards was awarded options to purchase 6,939 shares of VF Common Stock on November 2, 2023. Ms. Brown was awarded options to purchase 1,983 shares of VF Common Stock on February 21, 2024. The exercise price of the options is $17.95 per share with respect to the options awarded on May 26, 2023, $14.01 with respect to the options awarded on November 2, 2023 and $16.11 with respect to options awarded on February 21, 2024. The value in this column is the grant date fair value ($5.90, $5.75, and $6.72 per option for the options awarded on May 26, 2023, November 2, 2023 and February 21, 2024, respectively) computed in accordance with FASB ASC Topic 718. The valuation assumptions used and the resulting weighted average value of stock options granted during fiscal 2024 are summarized in Note 19 to VF’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 30, 2024. Options granted to non-employee directors have an exercise price equal to the fair market value of a share of VF Common Stock at the date of grant, are non-forfeitable, have a stated term of ten years and become exercisable one year after the date of grant. Upon a director’s separation from the Board, options are exercisable for 36 months but not after the expiration of the option term. Options to purchase shares of VF Common Stock were outstanding at the end of fiscal 2024 for each non-employee director as follows: Caroline T. Brown, 1,983; Richard T. Carucci, 63,148; Alexander K. Cho, 21,136; Juliana L. Chugg, 63,148; Benno Dorer, 46,778; Trevor A. Edwards, 6,939; Mark S. Hoplamazian, 63,148; Laura W. Lang, 63,148; W. Rodney McMullen, 57,667; Clarence Otis, Jr., 63,148; Carol L. Roberts, 51,387; and Matthew J. Shattock, 63,148. |

  50. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | (4) The amount in this column reflects charitable contributions made by VF in Ms. Chugg’s name to designated charitable organizations, in recognition of Ms. Chugg’s efforts leading the search for a new CEO, in fiscal 2024. |

  51. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | (5) Ms. Brown was elected to the Board effective February 14, 2024. She resigned from the Board effective May 29, 2024. |

  52. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | (6) Mr. Carucci was elected as Interim Chair of the Board in December 2022 and as Chair of the Board effective July 2023. |

  53. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | (7) Mr. Edwards was elected to the Board effective October 22, 2023. |

  54. FISCAL 2024 INDEPENDENT DIRECTOR COMPENSATION

    | VF Corporation 2024 Proxy Statement | / | 31 |

  55. Management Transitions

    Management Transitions Mr. Darrell was appointed President and Chief Executive Officer (“CEO”), effective July 17, 2023. Mr. Darrell succeeded Mr. Dorer, who was then serving as our Interim CEO. Mr. Dorer returned to serving as a non-employee director of the Board, also effective July 17, 2023. In September 2023, Brent Hyder was appointed Executive Vice President and Chief People Officer. On October 30, 2023, we announced Reinvent, VF’s comprehensive business transformation program. As part of Reinvent, Mr. Scabbia Guerrini was promoted to the newly created role of Chief Commercial Officer while remaining responsible for our Emerging Brands. In connection with Reinvent, on October 30, 2023 Mr. Bailey transitioned from the position of Global Brand President, Vans to the role of Chief Transformation Officer leading Reinvent. On May 22, 2024, we announced that Mr. Puckett will depart VF effective July 8, 2024. On June 3, 2024, we announced that Ms. Otto will depart from VF effective June 14, 2024. Each of Mr. Puckett and Ms. Otto will receive certain severance benefits following their departure, as described below in the section entitled “Potential Payments Upon Change in Control, Retirement or Termination of Employment – Payments Upon Termination Without Cause”.

  56. Impact of Fiscal 2024 Performance on Incentive Payouts

    Impact of Fiscal 2024 Performance on Incentive Payouts Given our overall financial performance in fiscal 2024, the Talent and Compensation Committee (the “Committee”) determined that VF’s performance against pre-established enterprise financial metrics (weighted 80% for our CEO and 50% for our other executives) was below the minimum pre-established financial thresholds and resulted in no payout for those enterprise financial metrics under VF’s Annual Incentive Plan (“AIP”) for fiscal 2024. The remaining portion of VF’s fiscal 2024 AIP weightings included Individual Strategic Objectives (weighted 30% for our executives, excluding our CEO) focused on each executive’s individual area of accountability and the VF Enterprise Scorecard (weighted 20% for all our executives, including our CEO) which focused on three pillars key to our short-term strategic priorities: Strategy, Operations and People goals. For these remaining elements, the Committee determined that our NEOs would not receive any payout. Thus, the Committee awarded no payouts to NEOs under the fiscal 2024 AIP. Mr. Dorer was not eligible to participate in the AIP due to the transitional nature of his role as Interim CEO. The performance payout under VF’s 2004 Long-Term Incentive Plan (“LTIP,” formerly known as the 2004 Mid-Term Incentive Plan) for the fiscal 2022-2024 performance period was below the minimum of pre-established financial thresholds and resulted in zero payout. Details can be found on page 45 and on page 46 for fiscal 2022-2024 LTIP goals.

  57. Impact of Fiscal 2024 Performance on Incentive Payouts

    | VF Corporation 2024 Proxy Statement | / | 35 |

  58. VF’s Compensation Principles

    | Pay for Performance | • A significant portion of each executive’s total direct compensation is at-risk, subject to fluctuation based on VF’s financial performance and individual performance(1) • The at-risk components of total compensation targets are annual cash incentives and long-term equity compensation | | Alignment with Business Strategy | • Incentives are designed to motivate VF’s executives by providing payments for achieving and exceeding goals aligned with VF’s annual and long-term business plan and strategic priorities | | Shareholder Value Creation | • Pay is directly linked to VF’s share price and/or the achievement of short-term and long-term performance goals designed to foster the creation of sustainable long-term shareholder value | | Market Competitive Pay | • We provide market-competitive programs that enable VF to attract and retain highly talented individuals • Competitive external peer group data (described below) (the “Peer Group Data”) are used to establish target total direct compensation for each NEO | | Delivery of Individual Strategic Objectives | • Individual goals and metrics focus on financial and non-financial goals applicable to each executive’s area of accountability • All individual performance goals are approved by the Committee and structured around key drivers of VF’s strategic growth plans and value creation model |

  59. Fiscal 2024 Key Compensation Program Designs

    | FISCAL 2024 KEY COMPENSATION PROGRAM DESIGNS | | | Annual Incentive Plan | Aligned weighting on metrics that measure top line growth, bottom line profitability, and individual performance • Continued with an absolute performance metric for Total Revenue and Operating Income goals • Continued with Individual Strategic Objectives focused on each executive’s area of accountability (excluding the CEO and interim CEO) • Introduced the VF Enterprise Scorecard, focused on Strategy, Operations and People • Kept maximum payout opportunity of 200% | | Long-Term Incentive Plan | No changes were made to the Performance-Based Restricted Stock Unit Awards (“PRSUs”) • Continued with two equally-weighted core metrics to be measured over three fiscal years: Revenue CAGR and Gross Margin Percentage Expansion • Continued to use TSR against the S&P 500 Consumer Discretionary Index companies as a modifier to core performance results |

  60. COMPONENTS OF OUR PROGRAMS FOR FISCAL 2024

    | 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 | Annual Incentive Awards – 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 | | | 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 up to +/- 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 |

  61. Mr. Darrell’s Appointment to President and Chief Executive Officer

    Mr. Darrell’s Appointment to President and Chief Executive Officer On June 20, 2023, we announced that Mr. Darrell was appointed President and CEO. Mr. Darrell succeeded Mr. Dorer effective July 17, 2023 (the “Appointment Date”). In consideration for his employment with VF, Mr. Darrell received an annual base salary of $1,300,000, a target annual bonus opportunity of 175% of his annual base salary, pro-rated as of the Appointment Date and an annual long-term incentive plan award with a target value of $9,000,000. In respect of certain compensation that Mr. Darrell forfeited from his prior employer, he received equity awards with an aggregate grant date fair value of $3,000,000, 50% in the form of time-vesting restricted stock units (“RSUs”) and 50% in the form of stock options, with each award vesting 50% on the first anniversary of the Appointment Date and 50% on the second anniversary of the Appointment Date, subject to his continued employment through the applicable vesting date, subject to certain other terms and conditions. Mr. Darrell’s compensation for fiscal 2024 is reflected in the Summary Compensation Table.

  62. Mr. Hyder’s Appointment to Executive Vice President and Chief People Officer

    Mr. Hyder’s Appointment to Executive Vice President and Chief People Officer Mr. Hyder’s appointment as Executive Vice President and Chief People Officer was effective September 5, 2023. Mr. Hyder’s compensation package includes an annual base salary of $700,000, a target annual bonus opportunity of 100% of his annual base salary, pro-rated as of his employment start date, and an annual long-term incentive plan award with a target value of $2,000,000, pro-rated as of his employment start date. Mr. Hyder also received time-vesting RSUs with a grant date fair value of $6,000,000, which will cliff-vest on the third anniversary of the grant date, so long as he remains employed by VF on the vesting date, subject to certain other terms and conditions. The RSU award was intended to compensate Mr. Hyder for awards that he forfeited from his prior employer upon accepting our employment offer. Mr. Hyder’s compensation for fiscal 2024 is reflected in the Summary Compensation Table.

  63. Mr. Scabbia Guerrini’s Promotion to Executive Vice President and Chief Commercial Officer

    Mr. Scabbia Guerrini’s Promotion to Executive Vice President and Chief Commercial Officer On October 30, 2023, we announced the promotion of Mr. Scabbia Guerrini, previously Executive Vice President and President, EMEA, APAC and Emerging Brands, to the position of Executive Vice President, Chief Commercial Officer and President, Emerging Brands, effective October 16, 2023. In connection with Mr. Scabbia Guerrini’s promotion, his compensation includes an annual base salary of CHF 830,000, effective November 1, 2023, and a promotion-based award of time-vesting RSUs with a grant date fair value of $2,500,000 which will cliff-vest on the second anniversary of the grant date, so long as he remains employed by VF on the vesting date, subject to certain other terms and conditions. The promotion award was intended to recognize his increased responsibility over a key part of VF’s transformation of its global commercial engine and leadership for all regions, including Americas, EMEA and APAC. Mr. Scabbia Guerrini’s compensation for fiscal 2024 is reflected in the Summary Compensation Table.

  64. Mr. Dorer’s Resignation as Interim President and Chief Executive Officer

    Mr. Dorer’s Resignation as Interim President and Chief Executive Officer Mr. Dorer resigned as Interim President and CEO when Mr. Darrell became the President and CEO. On June 16, 2023, the Board approved a completion bonus for him in the amount of $300,000, and approved the vesting of the unvested portion of the RSU award that was granted to him upon commencing service as Interim CEO. Mr. Dorer’s compensation for fiscal 2024 is reflected in the Summary Compensation Table. Mr. Dorer did not receive any compensation for service as a member of our Board while he was employed as our Interim CEO. However, following Mr. Dorer’s resignation as Interim CEO, Mr. Dorer returned to serving as a non-employee director of the Board effective July 17, 2023. The Committee approved the prorated payment of director compensation to Mr. Dorer for service on the Board and attendance at meetings of the Board or any of its committees, in connection with the resumption of his service as a non-employee director. Mr. Dorer’s non-employee director compensation for fiscal 2024 is reflected in Note 7 to the Summary Compensation Table.

  65. BASE SALARY

    BASE SALARY Base salary is designed to compensate executives for their level of responsibility, skills, experience and sustained individual contribution. Base salary is intended to be targeted around median salary levels for equivalent executive positions at companies in the compensation peer group (as described on page 52, the “Peer Group”). The Committee believes that a base salary targeted around comparable median salary levels within the Peer Group provides the foundation for the total compensation package required to attract, retain and motivate executives in alignment with VF’s business strategies. Individual salaries for the NEOs are reviewed by the Committee annually, as well as at the time of a promotion or other changes in responsibilities. Each NEO is evaluated annually based on several components: key job responsibilities, key accomplishments and performance against annual goals and objectives. The resulting performance evaluations are presented to the Committee to be used in assessing each component of total compensation for each NEO. Annual base salary increases for each NEO are based on (i) individual specific characteristics, including tenure in position and an assessment of the individual’s performance, (ii) the range around the median comparable salary of the Peer Group for the individual’s position, and (iii) VF’s overall merit increase budget for salaries. In addition, the Committee considers substantial increases in an executive’s responsibilities in setting base salary increases. Generally, base salaries of the NEOs are approved by the Committee and, in the case of the CEO’s base salary, approved by the full Board.

  66. ANNUAL INCENTIVE AWARDS

    ANNUAL INCENTIVE AWARDS VF maintains the AIP as a cash incentive plan for the NEOs. The AIP focuses executive attention on annual VF performance as measured by pre-established goals. The incentives are designed to motivate VF’s executives by providing payments for achieving and exceeding goals related to VF’s annual business plan and strategic priorities. The AIP framework also applies generally to all eligible participants, including employees who are not NEOs. The Committee used the competitive external Peer Group Data described below to assist it in establishing target awards for each NEO under the AIP. The Committee establishes each NEO’s target annual incentive opportunity under the AIP after consideration of compensation data and the recommendations of the CEO (with respect to the NEOs other than the CEO) and the Committee’s independent consultant. The Committee also makes a general assessment as to the relative amounts of annual incentives for the NEOs to make sure they are, in the Committee’s judgment, fair and reasonable. The annual cash incentive targets from fiscal 2023 to fiscal 2024 for the NEOs, as well as the fiscal 2024 payout range, are set forth below (except for Mr. Dorer who did not participate in the AIP in fiscal 2024 due to the interim nature of his employment):

  67. ANNUAL INCENTIVE AWARDS

    | EXECUTIVE | FY2023 ANNUAL CASH INCENTIVE TARGET AS % OF ANNUAL BASE SALARY | FY2024 ANNUAL CASH INCENTIVE TARGET AS % OF ANNUAL BASE SALARY(1) | FY2024 PAYOUT % OPPORTUNITY (% OF TARGET) | | Mr. Darrell(2) | n/a | 175% | 0 – 200% | | Mr. Puckett | 100% | 100% | 0 – 200% | | Mr. Bailey | 100% | 110% | 0 – 200% | | Mr. Scabbia Guerrini | 100% | 110% | 0 – 200% | | Ms. Otto | 100% | 110% | 0 – 200% | | Mr. Hyder(3) | n/a | 100% | 0 – 200% |

  68. ANNUAL INCENTIVE AWARDS

    | (1) The target award amounts are set forth in the 2024 Grants of Plan-Based Awards table below. |

  69. ANNUAL INCENTIVE AWARDS

    | (2) Mr. Darrell’s Annual Incentive Target of 175% of base salary was effective July 17, 2023 in connection with his appointment as President and CEO. |

  70. ANNUAL INCENTIVE AWARDS

    | (3) Mr. Hyder’s Annual Incentive Target of 100% of base salary was effective September 5, 2023 in connection with his appointment as Executive Vice President and Chief People Officer. |

  71. ANNUAL INCENTIVE AWARDS

    | 42 | / | VF Corporation 2024 Proxy Statement |

  72. Fiscal 2024 Performance Goals and Metrics

    Fiscal 2024 Performance Goals and Metrics Under the AIP, performance goals are set each year by the Committee. For fiscal 2024 the Committee made changes to VF’s compensation programs as described below. Changes made to VF’s AIP performance goals for fiscal 2024 were made to drive a focus on financial performance. VF’s Long-Term Incentive Plan continues to maintain a direct link to relative performance through TSR. The emphasis on absolute financial goals focused on revenue, operating income, and gross margin, coupled with TSR linkage, aligns executives with our short- and long-term strategic priorities, which support long-term shareholder value creation.

  73. Fiscal 2024 Performance Goals

    Fiscal 2024 Performance Goals In summary, the Committee chose the following absolute goals as the most impactful drivers of VF’s strategic growth plans and its return to business and earnings growth for fiscal 2024:

  74. Fiscal 2024 Performance Goals

    | | FISCAL 2024 GOAL | EXPLANATION | RATIONALE | | | Total Revenue(1) | Measures VF’s total revenue performance against absolute targets set in relation to VF’s fiscal 2024 financial plan. | Key measure of top line growth. | | | Operating Income(2) | Measures profit from business operations. | Indicates profitability of the company. | | | Individual Strategic Objectives | Individual goals and metrics focused on financial and non-financial goals applicable to each executive’s area of accountability. | Performance goals approved by the Committee structured around key drivers of VF’s strategic growth plans and value creation model. | | | VF Enterprise Scorecard | Enterprise scorecard focused on Strategy, Operations and People. | Performance goals approved by the Committee to focus on three pillars key to our short-term strategic priorities. |

  75. Fiscal 2024 Performance Goals

    | (1) Total Revenue is based on VF’s continuing operations and is measured on a constant currency basis, which is a non-GAAP financial measure that excludes the impact of translating foreign currencies into U.S. dollars. To calculate measures on a constant currency basis, the amounts in the current year for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the foreign exchange rates used in VF’s fiscal 2024 financial plan at the time the Committee set the targets. |

  76. Fiscal 2024 Performance Goals

    | (2) Operating Income is based on VF’s continuing operations and reflects the impact of non-GAAP adjustments, which during fiscal 2024 include (i) noncash goodwill impairment charges related to the Timberland, Dickies and Icebreaker reporting units, (ii) costs related to Reinvent, VF’s transformation program, related primarily to severance and employee-related benefits and the net impact of asset disposals and write-downs, and (iii) transaction and deal related activities associated with the review of strategic alternatives for the Global Packs business, consisting of the Kipling®, Eastpak® and JanSport® brands. Operating Income is also measured on a constant currency basis, which is a non-GAAP financial measure that excludes the impact of translating foreign currencies into U.S. dollars. To calculate measures on a constant currency basis, the amounts in the current year for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the foreign exchange rates used in VF’s fiscal 2024 financial plan at the time the Committee set the targets. |

  77. Fiscal 2024 Performance Goals

    The Committee established target performance goals as described below to determine the actual payouts to the executives. While it is the policy of the Committee to provide opportunities for annual incentive compensation for achievement of pre-established performance goals based primarily on financial measures, the Committee also retains discretion to pay bonuses apart from the AIP reflecting its subjective assessment of the value of accomplishments of VF’s executive officers which, in the Committee’s view, cannot always be anticipated in advance or reflected in such pre-established goals.

  78. Fiscal 2024 Performance Goals

    | VF Corporation 2024 Proxy Statement | / | 43 |

  79. Fiscal 2024 Performance Goals

    As shown in the chart below, the Committee aligned the performance goals for all NEOs based on VF Enterprise goals, the VF Enterprise Scorecard and Individual Strategic Objectives. The Committee chose weightings that are intended to strike an appropriate balance between aligning each executive’s individual objectives with VF’s overall corporate objectives while holding the executive accountable for performance in the executive’s particular area of responsibility. As a key differentiating part of VF’s operating model, our regionally and/or brand based NEOs each drive enterprise financial results and strategic priorities beyond their direct region/brand area(s) of accountability. They bring the unique capability to transition from one leadership role to another, operating with both an enterprise and region or brand mindset. For this reason, for fiscal 2024 the Committee made the decision to continue to hold all NEOs accountable to VF Enterprise performance goals, recognizing their significant impact on overall VF operating results. In addition to VF Enterprise financial goals, the Committee approved the VF Enterprise Scorecard to be applied equally to all NEOs focused on three central pillars key to our short-term strategic priorities: Strategy, Operations and People. The Committee also approved Individual Strategic Objectives focused on financial goals for Messrs. Puckett, Scabbia Guerrini and Bailey and Ms. Otto applicable to each executive’s area of accountability and non-financial goals for Mr. Hyder. In May 2023, the Committee set target performance goals for fiscal 2024 for the NEOs after considering criteria and weightings recommended by management as well as advice from the Committee’s independent consultant. Mr. Darrell’s weightings were approved by the Committee upon his appointment as President and CEO. Mr. Hyder’s weightings and Individual Strategic Objectives were approved by the Committee following his appointment as Executive Vice President and Chief People Officer. Due to the transitional nature of Mr. Dorer’s role as Interim CEO, the Committee did not grant Mr. Dorer an award opportunity under the AIP and therefore did not set performance goals for purposes of the AIP for him. The objectives for the VF Performance Targets and each component of the objectives:

  80. Fiscal 2024 Performance Goals

    | (1) exclude the effects of adjustments related to impairment charges, pension curtailment or settlement charges, restructuring charges, other extraordinary items or non-recurring items, and required changes in accounting policies, |

  81. Fiscal 2024 Performance Goals

    | (2) are calculated based on continuing operations, and |

  82. Fiscal 2024 Performance Goals

    | (3) using the Company’s long-standing methodology, exclude any difference between actual foreign exchange rates and the foreign exchange rates used in VF’s fiscal 2024 financial plan at the time the Committee set the targets. |

  83. Fiscal 2024 Performance Goals

    The performance targets were set in alignment with VF’s strategy to deliver consistent, profitable growth that provides sustainable, long-term returns for VF’s shareholders while considering the shorter-term reality of continuing global industry disruption and VF’s business. The targets reflected a number of factors, including planned synergies, VF’s strategic growth plan and value creation model and long-term commitments to our shareholders as outlined in our strategic 2024 plan.

  84. Fiscal 2024 Performance Goals

    | 44 | / | VF Corporation 2024 Proxy Statement |

  85. 2024 Annual Incentive Plan Payouts

    2024 Annual Incentive Plan Payouts In determining the payout for fiscal 2024 performance, the Committee considered achievement against all pre-set enterprise and Individual Strategic Objectives as applicable to each NEO as described above. Our overall financial performance against our performance goals, weighted at 80% for the CEO and 50% for all other executives, was below the performance payout threshold and resulted in zero payout for VF Enterprise Goals in fiscal 2024. The following chart provides a summary of performance against each enterprise goal as applied for each NEO(1):

  86. 2024 Annual Incentive Plan Payouts

    | (1) Mr. Dorer did not participate in the fiscal 2024 AIP due to his Interim CEO role. |

  87. Performance Against Individual Strategic Objectives and VF Enterprise Scorecard

    As the performance of all financial goals for the Individual Strategic Objectives for Messrs. Puckett, Scabbia Guerrini and Bailey and Ms. Otto was below the threshold, the Committee determined no payout from the Individual Strategic Objectives. Although Mr. Hyder’s Individual Strategic Objectives were not pre-set financial goals, considering the overall financial performance of VF, the Committee determined that Mr. Hyder would not receive any payout from his Individual Strategic Objectives. The VF Enterprise Scorecard, weighted 20% for all NEOs, was established by the Committee at the beginning of fiscal 2024. The VF Enterprise Scorecard was designed as a shared scorecard, applicable equally to all NEOs focused on a list of metrics in three key pillars of VF priorities in fiscal 2024: Strategy, Operations and People, intended to help align our near-term focus and facilitate progress toward our long-term strategic objectives. Although some of the goals of the scorecard were achieved above the threshold, given the overall financial performance of VF, the Committee determined that the NEOs would not receive any payout related to the VF Enterprise Scorecard in fiscal 2024.

  88. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    PERFORMANCE-BASED RESTRICTED STOCK UNITS Under the LTIP, executives are awarded PRSUs that give them the opportunity to earn shares of VF Common Stock for performance achieved over three-year cycles. PRSUs provide long-term incentive compensation for executives with the objectives of providing a focus on long-term value and increasing stock ownership. PRSUs are designed to align the interests of VF’s executives with those of shareholders by encouraging the executives to enhance the value of VF Common Stock. In addition, through three-year performance periods, this component of the program is designed to create an incentive for individual executives to remain with VF. Dividend equivalents are paid on the shares actually paid out under the LTIP (no dividend equivalents are paid on any portion of the LTIP award not earned). At the payout date, the cash value of dividend equivalents is converted into additional shares.

  89. PERFORMANCE-BASED RESTRICTED STOCK UNITS

    | VF Corporation 2024 Proxy Statement | / | 45 |

  90. Fiscal 2022 – 2024 Performance-Based Awards and Results

    | FY2022-2024 PERFORMANCE GOALS | WEIGHTING | | 3-Year Revenue CAGR vs Performance Peer Set | 50% | | 3-Year TSR vs S&P 500 Consumer Discretionary Index | 50% |

  91. Fiscal 2022 – 2024 Performance-Based Awards and Results

    | * Also represents a Compensation Peer Group company for compensation data (see page 52 for additional information about the Compensation Peer Group). |

  92. Fiscal 2022 – 2024 Performance-Based Awards and Results

    For purposes of measuring relative business performance, the Committee chose the 16 apparel and/or footwear companies with which VF competes most for a share of consumer spending. Not all of the companies in the Performance Peer Set meet the size criteria (revenue and market capitalization) used in selecting the Compensation Peer Group as described on page 52, and are therefore excluded from the Compensation Peer Group on that basis. Payout under the plan is calculated as follows: The participant’s target number of PRSUs is multiplied by the payout percentage corresponding to the level of achievement against the three-year performance goals established at the beginning of the three-year performance cycle by the Committee (between 0% and 200% of the participant’s target award). The second component, a three-year Gross Margin Rate Improvement target, modifies performance by a maximum additional 25% or a maximum reduction of 25% on a straight-line interpolated basis. As a result of including this growth performance metric modifier, actual payouts may range from 0% to 225% of the targeted award. An additional number of shares equal to the dollar value of the dividends that would have accrued (without compounding) are added to the shares subject to the payout.

  93. Fiscal 2023-2025 and Fiscal 2024-2026 Performance Based Awards

    | FY2023-2025 AND FY2024-2026 PERFORMANCE GOALS | WEIGHTING | RATIONALE | | 3-Year Revenue CAGR | 50% | Metric that focuses on accelerated top-line growth and enhanced shareholder returns | | 3-Year Gross Margin Percentage Expansion | 50% | Metric used to measure revenue growth and equity of VF’s brands |

  94. Fiscal 2023-2025 and Fiscal 2024-2026 Performance Based Awards

    | (2) The payout will be modified as described above. |

  95. STOCK OPTIONS

    STOCK OPTIONS Stock options awarded under the 1996 Stock Compensation Plan, as amended and restated (the “Stock Plan”), are intended to align executives’ and shareholders’ interests and focus executives on attainment of VF’s long-term goals. Stock options provide executives with the opportunity to acquire an equity interest in VF and to share in the appreciation of the value of the stock. They also provide a long-term incentive for the executive to remain with VF and promote shareholder returns. The Committee determines a value of options awarded to NEOs as a component of the target total direct compensation. Non-qualified stock options have a term of not greater than ten years and become exercisable not less than one year after the date of grant. Options are exercisable only so long as the option holder remains an employee of VF or its subsidiaries, except that, subject to earlier expiration of the option term, and to the specific terms and definitions contained in the Stock Plan, options generally remain exercisable for the period severance payments are made (if any) in the case of involuntary termination of employment, and for 36 months after death, retirement or termination of employment due to disability, provided that such continued vesting after retirement requires that the employee was employed by VF on the last day of the fiscal year in which the

  96. STOCK OPTIONS

    | 48 | / | VF Corporation 2024 Proxy Statement |

  97. STOCK OPTIONS

    option was granted, as well as compliance with restrictive covenants in the event of retirement. In addition, in accordance with certain executives’ Change-in-Control Agreements described below, upon an executive’s qualifying termination of employment following a change in control of VF, any unvested options are accelerated and become exercisable by the executive.

  98. RETENTION AND SPECIAL AWARDS

    RETENTION AND SPECIAL AWARDS Retention awards and special awards of restricted stock or RSUs are made by the Committee from time to time to attract key executives, particularly to compensate for forfeited awards from prior employment, and to encourage key employees in critical roles to remain engaged and employed with VF during challenging and uncertain times. Awards of restricted stock or RSUs for retention purposes under the Stock Plan are not part of regular annual compensation and are not treated as part of total direct compensation. The Committee is committed to using retention and special awards sparingly, and only after thoughtful consideration of the circumstances, including the criticality of the key employee, the retentive value of the employee’s outstanding equity awards, and a fulsome review of all other regular compensation actions that are available to the Committee. On August 4, 2023, Mr. Darrell was granted a special award of 77,240 RSUs and 262,208 stock options. This special award will vest 50% on the first anniversary of the Appointment Date and 50% on the second anniversary of the Appointment Date, so long as he remains employed by VF until the applicable vesting date. In addition, this award would vest in full if his employment is terminated due to an involuntary termination or due to his death or disability. This special award was made to compensate Mr. Darrell for awards that he forfeited from his prior employer as a result of his decision to join VF as President and CEO. On November 2, 2023, Mr. Hyder was granted a special award of 428,266 RSUs, which will cliff-vest on the third anniversary of the grant date, so long as he remains employed by VF until the vesting date (except that a pro rata portion of the award would vest if his employment is terminated due to an involuntary termination or due to his death or disability). This special award was made to compensate Mr. Hyder for awards that he forfeited from his prior employer as a result of his decision to join VF as Executive Vice President and Chief People Officer. On November 2, 2023, following consultation with the Committee’s independent consultant and the CEO, and in recognition of his promotion to the role of Chief Commercial Officer, which includes increased responsibility over a key part of VF’s transformation of its global commercial engine and leadership for all regions, including Americas, EMEA and APAC, Mr. Scabbia Guerrini was granted an award of 178,444 RSUs which will cliff-vest on the second anniversary of the grant date, so long as he remains employed by VF until the vesting date (except that a pro rata portion of the award would vest if his employment is terminated due to an involuntary termination or due to his death or disability). The size of the special RSU award was determined by the Committee following consideration of compensation data from VF’s Compensation Peer Group presented by the Committee’s independent compensation consultant, as well as the Committee’s assessment of Mr. Scabbia Guerrini’s scope of accountability, relative importance to VF’s long-term strategy and the retentive power of the executive’s aggregate unvested equity awards.

  99. Compensation Decision-Making Process – Roles and Responsibilities

    | THE INDEPENDENT COMMITTEE CONSULTANT | | | The Committee retained Meridian Compensation Partners, LLC as its independent compensation consultant to assist the Committee in accomplishing its objectives for fiscal 2024. Meridian is independent of VF, having no relationship with VF other than providing advisory services to the Committee. In reviewing Meridian’s independence, the Committee has considered the six factor test prescribed under NYSE rules. The Committee has sole authority to retain or terminate the service of its compensation consultant and to establish the fees to be paid to the consultant. | | | • At the Committee’s instruction, independently prepare an analysis of compensation data relating to all NEOs • At the Committee’s request, a representative of the independent consultant attended all meetings and executive sessions of the Committee in fiscal 2024 | • Advises the Committee on current executive compensation practices that meet high governance standards, as well as current market trends, regulatory issues and developments related to executive compensation and director compensation • Advises the Committee on the relationship between Chief Executive Officer pay and performance |

  100. COMPETITIVE COMPENSATION TARGETS AND THE ROLE OF THE PEER GROUP

    COMPETITIVE COMPENSATION TARGETS AND THE ROLE OF THE PEER GROUP The Committee’s consultant and management each independently utilized the Peer Group Data to assist in establishing compensation targets for fiscal 2024.

  101. COMPETITIVE COMPENSATION TARGETS AND THE ROLE OF THE PEER GROUP

    | • | The Peer Group Data was compiled utilizing publicly reported salary and go-forward salary levels and target levels of performance-based compensation available as of February 2023. |

  102. COMPETITIVE COMPENSATION TARGETS AND THE ROLE OF THE PEER GROUP

    | • | The Committee’s consultant utilized all data to recommend compensation targets for the Chief Executive Officer, and the Chief Executive Officer utilized the data to recommend compensation targets for the other NEOs. |

  103. COMPETITIVE COMPENSATION TARGETS AND THE ROLE OF THE PEER GROUP

    In addition, the Committee utilizes the Peer Group to evaluate whether executive officer pay levels are reasonable on a relative basis.

  104. PEER GROUP

    PEER GROUP The Committee primarily identifies companies that are of comparable size (based on revenue and market capitalization), and meet a majority of several criteria, such as:

  105. PEER GROUP

    | • | having significant (greater than 30%) non-US revenue, |

  106. PEER GROUP

    | • | having similar products and/or customers, |

  107. PEER GROUP

    | • | having multiple brands (excluding licensed brands to the extent possible), |

  108. PEER GROUP

    | • | considering VF as a compensation peer, |

  109. PEER GROUP

    | • | being a frequent peer of peers being listed as a compensation peer in at least four other current peer companies, and |

  110. PEER GROUP

    | • | being a 2023 peer company identified by ISS, a leading independent proxy advisory firm. |

  111. PEER GROUP

    | 52 | / | VF Corporation 2024 Proxy Statement |

  112. PEER GROUP

    The Committee reviewed the composition of the fiscal 2023 Peer Group and determined to make no changes to the Peer Group for fiscal 2024. The fiscal 2024 Peer Group constituent companies are grouped into the following business types: The Committee sets target total direct compensation (base salary, target annual cash incentive awards and target annual long-term equity incentive award values) for senior executives generally around the median of the Peer Group Data, with targeted rigorous performance goals established by the Committee and the expectation that high performance results in upper quartile rewards. For fiscal 2024, the target total direct compensation was generally set in a reasonable range around the median of the Peer Group for each NEO. Positioning total compensation at median is intended to retain top talent at a reasonable cost to VF as indicated by the available data, as well as to recognize each NEO’s relative experience to perform in his or her role. The Committee considers the scope of the executive’s duties, the executive’s experience in his or her role and individual performance relative to his or her peers to establish the appropriate point within that range of market data, or outside the range under circumstances that justify a deviation. The Committee also considers historical compensation levels, relative compensation levels among VF’s senior executives, and VF’s corporate performance as compared to the performance of companies in the Peer Group. The Committee generally allocates between total cash compensation and equity compensation in a way intended to be competitive with the Peer Group. The Committee balances the elements of total direct compensation in this process.

  113. Change-in-Control Agreements

    Change-in-Control Agreements VF has entered into Change-in-Control Agreements (the “Agreements”) with certain VF senior executives, including all NEOs other than Mr. Dorer, that provide the executives with certain severance benefits in the event their employment with VF is terminated by VF or by the executive for good reason, as defined in the Agreements, subsequent to a change in control of VF. The Agreements are designed to reinforce and encourage the continued attention and dedication of such executives to their assigned duties without distraction in the face of the potentially disturbing circumstances arising from the possibility of a change in control of VF. VF believes that change-in-control arrangements are an important component of a competitive compensation package necessary to attract and retain qualified senior executives. The Agreements are described and quantified below in the “Potential Payments Upon Change in Control, Retirement or Termination of Employment” section. Total payments to be made to an executive in the event of termination of employment upon a change in control of VF may constitute excess “parachute payments” (as that term is defined in the Code). During 2011, the Committee eliminated the gross up feature. Under the terms of the Agreements, the executives would also be entitled to supplemental benefits, such as accelerated rights to exercise stock options, accelerated lapse of restrictions on restricted stock and restricted stock units, lump sum payments under the SERP, and continued life and medical insurance for specified periods after qualifying termination. Upon a change in control of VF, VF would also pay all reasonable legal fees and related expenses incurred by the executive as a result of the termination of his or her employment or in obtaining or enforcing any right or benefit provided by the Agreements.

  114. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards Our policy is to not grant stock options or similar awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and not time the public release of such information based on stock option grant dates. In addition, it is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about VF, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our insider trading policy or (ii) at any time during the four business days prior to or the one business day following an earnings announcement. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our common stock on the date of grant. Our NEOs are not permitted to choose the grant date for their individual stock option grants. In fiscal 2024, stock option grants to our employees, including our NEOs, and our directors are generally made at a meeting of the Committee that is held during the first quarter of each fiscal year, and the stock option grants generally are not effective until the third business day following the earnings announcement.

  115. Policies and Practices Related to the Grant of Certain Equity Awards

    | 54 | / | VF Corporation 2024 Proxy Statement |

  116. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation paid or awarded to our NEOs during fiscal year 2024 (“fiscal 2024”), fiscal year 2023 (“fiscal 2023”) and fiscal year 2022 (“fiscal 2022”). Totals may not add up due to rounding.

  117. Summary Compensation Table

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2) | STOCK AWARDS ($)(3) | OPTION AWARDS ($)(4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(5) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(6) | ALL OTHER COMPENSATION ($)(7) | TOTAL ($) | | Bracken Darrell,(8) President and Chief Executive Officer | 2024 | $919,945 | $-0- | $6,456,280 | $6,020,284 | $-0- | $-0- | $138,890 | $13,535,399 | | Matthew Puckett,(9) Executive Vice President and Chief Financial Officer | 2024 2023 2022 | 700,000 700,000 579,058 | -0- -0- -0- | 1,121,461 1,076,333 1,037,661 | 1,099,876 1,000,656 901,768 | -0- -0- 647,117 | 1,200 -0- -0- | 47,878 89,214 60,536 | 2,970,415 2,866,203 3,226,140 | | Martino Scabbia Guerrini,(1) Executive Vice President Chief Commercial Officer and President, Emerging Brands | 2024 2023 2022 | 907,583 764,224 739,789 | -0- -0- -0- | 3,876,325 3,345,435 3,385,587 | 1,349,846 1,250,816 1,252,461 | -0- 134,198 800,157 | 155,931 132,462 127,818 | 33,878 31,406 32,664 | 6,323,563 5,658,541 6,338,475 | | Nicole Otto,(10) Global Brand President, The North Face | 2024 2023 | 625,000 522,260 | 250,000 250,000 | 1,019,511 3,563,126 | 999,885 1,000,656 | -0- 99,438 | -0- -0- | 53,955 48,791 | 2,948,351 5,484,271 | | Brent Hyder,(11) Executive Vice President, Chief People Officer | 2024 | 399,727 | -0- | 6,456,023 | 570,931 | -0- | -0- | 8,754 | 7,435,435 | | Kevin Bailey,(12) Executive Vice President and Chief Transformation Officer | 2024 2023 2022 | 700,000 700,000 630,000 | -0- -0- -0- | 1,376,325 2,153,079 1,441,087 | 1,349,846 1,350,878 1,252,461 | -0- -0- 569,520 | -0- -0- -0- | 50,700 141,674 86,494 | 3,476,871 4,345,631 3,979,562 | | Benno Dorer,(13) Former Interim President and Chief Executive Officer | 2024 2023 | 383,607 427,397 | 300,000 -0- | 660,766 2,000,001 | -0- -0- | -0- -0- | -0- -0- | 627,568 610,168 | 1,971,941 3,037,566 |

  118. Summary Compensation Table

    | (1) The cash compensation for Mr. Scabbia Guerrini is paid in Swiss francs. His cash compensation was converted into U.S. dollars at the average daily exchange rate for each respective period, as follows: in fiscal 2022, 1.0888 U.S. dollars to the Swiss franc, in fiscal 2023, 1.0469 U.S. dollars to the Swiss franc and in fiscal 2024, 1.1293 U.S. dollars to the Swiss franc. |

  119. Summary Compensation Table

    | (2) Ms. Otto received a cash sign-on bonus of $500,000, payable in two installments. The first $250,000 was paid within 30 days of her start date (in fiscal 2023) and the second installment of $250,000 was paid after the one-year anniversary of her start date (in fiscal 2024). Mr. Dorer received a completion bonus of $300,000 in recognition of his performance and accomplishments as Interim President and CEO, which was paid in July 2023. |

  120. Summary Compensation Table

    | (3) The amounts shown for the restricted stock units in this column include the aggregate grant date fair value of the restricted stock unit awards computed in accordance with FASB ASC Topic 718. The valuation assumptions used are summarized in Note 19 to VF’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 30, 2024. Awards of performance-based restricted stock units (“PRSUs”) for the three-year performance periods of 2022 through 2024, 2023 through 2025 and 2024 through 2026 were made to the named executive officers in 2021, 2022 and 2023, respectively, under the Long-Term Incentive Plan generally described in footnote 3 to the 2024 Grants of Plan-Based Awards Table below. The grant date fair value of the PRSUs granted in fiscal 2024 is the sum of two separate valuations, the larger portion being the target payout based on the probable outcome of financial performance goals and the remaining portion being the fair value of the awards based on relative total shareholder return. To calculate this, we (i) multiply the average of the high and the low price of VF Common Stock on the date of the award ($17.95) by the target number of PRSUs to determine the portion of fair value based on the financial performance goal, and (ii) use a Monte Carlo simulated fair value to determine the portion of fair value based on relative total shareholder return ($0.35 per PRSU at target). Assuming achievement of the financial performance goals at the maximum level, the grant date fair value of the PRSU awards granted in 2023 with respect to fiscal 2024 compensation would have been as follows: Mr. Darrell: $9,824,815; Mr. Puckett, $2,221,473; Mr. Bailey, $2,726,326; Mr. Scabbia Guerrini, $2,726,326; Ms. Otto, $2,019,524; and Mr. Hyder, $900,918 (these amounts include the relative total shareholder return portion of grant date fair value, but that portion of fair value is not based on an assumed probable level of performance so does not change when fair value is shown assuming maximum performance). Dividend equivalents (without compounding) accrue on these PRSUs subject to the same performance-based vesting requirements as apply to the PRSUs. The amount for Mr. Darrell includes a make-whole equity award of 77,240 RSUs, 50% of which RSUs will vest on July 17, 2024 and 50% of which RSUs will vest on July 17, 2025, subject to continued employment through such date. The fair value of the RSUs was calculated by multiplying the average of the high and the low price of VF Common Stock on the date of the award ($19.42) by the number of RSUs granted. The amount for Mr. Scabbia Guerrini also includes a promotion-based award of 178,444 RSUs, which will cliff-vest 100% on the second anniversary of the grant date, subject to continued employment through such date. The fair value of the RSUs was calculated by multiplying the average of the high and the low price of VF Common Stock on the date of the award ($14.01) by the number of RSUs granted. The amount for Mr. Hyder also includes a special award in connection with his appointment to Executive Vice President and Chief |

  121. Summary Compensation Table

    | 56 | / | VF Corporation 2024 Proxy Statement |

  122. Summary Compensation Table

    | People Officer of 428,266 RSUs, which will cliff-vest 100% on the third anniversary of the grant date, subject to continued employment through such date. The fair value of the RSUs was calculated by multiplying the average of the high and the low price of VF Common Stock on the date of the award ($14.01) by the number of RSUs granted. The amount for Mr. Dorer includes an award of 33,990 RSUs, which fully vested on July 14, 2023. The fair value of the RSUs was calculated by multiplying the average of the high and the low price of VF Common Stock on the date of the award ($19.44) by the number of RSUs granted. The award was originally granted in fiscal 2023 in connection with Mr. Dorer’s employment as Interim President and CEO. As the original vesting condition changed from pro-rata vesting to full vesting upon his resignation as Interim President and CEO, the award was modified and resulted in a new grant for accounting and disclosure purposes. Vesting, forfeiture and other terms of these awards are described in the Compensation Discussion and Analysis above. |

  123. Summary Compensation Table

    | For a discussion of the performance goals applicable to the PRSU awards, as well as vesting, forfeiture and other terms, see the Compensation Discussion and Analysis above. |

  124. Summary Compensation Table

    | (4) Options to purchase shares of VF Common Stock are granted under the Stock Plan. The terms of options granted under the Stock Plan are described in footnote 1 to the Outstanding Equity Awards at Fiscal Year-End 2024 table below. The values of the option awards in this column are the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 and were estimated using a lattice option-pricing model, which incorporates a range of assumptions for inputs between the grant date of the option and date of expiration. The valuation assumptions used and the resulting weighted average value of stock options granted during fiscal 2024 is summarized in Note 19 to VF’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 30, 2024. The amount for Mr. Darrell includes a make-whole equity award of 262,208 stock options, 50% of which stock options will vest on July 17, 2024 and 50% of which stock options will vest on July 17, 2025, subject to continued employment through such date. |

  125. Summary Compensation Table

    | (5) The amounts in this column represent cash awards earned under the AIP. The general operation of the AIP in fiscal 2024 is described in footnote 2 to the 2024 Grants of Plan-Based Awards table below. Mr. Dorer was not eligible to receive a fiscal 2024 AIP award due to the interim nature of his appointment. |

  126. Summary Compensation Table

    | (6) The amounts reported in this column represent the aggregate change in the actuarial present value of the named executive officers’ accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans) in fiscal 2024, fiscal 2023, and fiscal 2022. In accordance with SEC rules and guidance, if the net change in actuarial present value of accumulated benefits was negative, as it was in fiscal 2022 and fiscal 2023, $0 is shown. Fiscal 2024 amounts in this column for Mr. Scabbia Guerrini were valued in Swiss francs and converted to U.S. dollars at the average daily exchange rate for fiscal 2024 of 1.1293 U.S. dollars to the Swiss franc. Messrs. Darrell, Dorer, Bailey and Hyder and Ms. Otto do not participate in the defined benefit plans. See “Pension Benefits” below for a detailed discussion of VF’s pension benefits. |

  127. Summary Compensation Table

    | (7) This amount includes VF’s matching contribution under the VF Executive Deferred Savings Plan in fiscal 2024 as follows: Mr. Puckett, $22,200; Mr. Bailey, $22,200 and Ms. Otto, $38,666. For Messrs. Puckett and Bailey, the amount also includes VF’s payment of the cost of financial planning services and for Messrs. Bailey and Dorer, the amount includes VF’s payment of the cost of an annual physical. For Mr. Dorer, this amount includes a tax gross-up of $79 associated with the annual physical. This amount also includes VF’s matching contribution under the VF 401k Plan as follows: Mr. Darrell, $9,000; Mr. Puckett, $19,760; Mr. Bailey, $19,463; Ms. Otto, $15,288; Mr. Hyder, $8,615; and Mr. Dorer, $500. For Messrs. Puckett and Bailey, this amount also includes VF’s payment of the cost of tax preparation services in the amount of $1,500 and an associated tax gross-up of $603 for Mr. Puckett and $672 for Mr. Bailey. For Mr. Scabbia Guerrini, this amount includes a transportation allowance of $6,776 and a representation allowance of $27,103. Amounts in this column for Mr. Scabbia Guerrini were paid in Swiss francs and converted to U.S. dollars at the average daily exchange rate for fiscal 2024 of 1.1293 U.S. dollars to the Swiss franc. With respect to Mr. Dorer, this amount also includes the following compensation received as a non-employee director following his resignation as Interim CEO on July 16, 2023: (i) cash retainer fees of $88,599, (ii) an award of 3,545 RSUs (the amount in the column represents the grant date fair value of $68,844 computed in accordance with FASB ASC Topic 718); and (iii) an award of an option to purchase 11,124 shares of VF common stock (the amount in the column represents the grant date fair value of $63,852 computed in accordance with FASB ASC Topic 718). For Messrs. Bailey and Hyder, this amount includes a technology allowance of $300 for Mr. Bailey and $138 for Mr. Hyder. For Mr. Darrell, this amount includes $16,544 of expenses paid in connection with his relocation and an associated tax gross-up of $7,846. This amount includes personal use of company aircraft in fiscal 2024 by Mr. Darrell of $105,500 and Mr. Dorer of $365,000. The cost of the personal use of aircraft was calculated based on the aggregate incremental cost to VF based on an hourly charge for VF’s aircraft that includes fuel, maintenance, salaries, ramp fees and landing fees. Family members of executives and their invited guests occasionally fly on VF aircraft as additional passengers on business flights. In those cases, there is no aggregate incremental cost to VF for the family member or guest, although taxable income is imputed to the individual. VF’s corporate aviation function ceased operations in fiscal 2024. For Mr. Dorer, the amount includes corporate housing in Denver, Colorado near VF’s headquarters in the amount of $22,345 and an associated tax gross-up of $10,049. For Mr. Dorer, this amount includes a payout of accrued PTO of $5,000 following his resignation as Interim President and Chief Executive Officer. |

  128. Summary Compensation Table

    | (8) Mr. Darrell was appointed as President and Chief Executive Officer effective July 17, 2023. |

  129. Summary Compensation Table

    | (9) Mr. Puckett was appointed as Executive Vice President and Chief Financial Officer effective at the end of May 2021. |

  130. Summary Compensation Table

    | (10) Ms. Otto was appointed as Global Brand President, The North Face effective May 31, 2022. |

  131. Summary Compensation Table

    | (11) Mr. Hyder was appointed as Executive Vice President, Chief People Officer effective September 5, 2023. |

  132. Summary Compensation Table

    | (12) Mr. Bailey was an expatriate on assignment in Hong Kong from February 2017 through July 2020 and received expatriate compensation and benefits that are available on the same basis to all U.S. employees on foreign assignments. VF’s tax equalization policy is designed to ensure that an international assignee’s income tax burden while on foreign assignment is approximately the same as the assignee’s home-based income tax, regardless of the assignment location. A final determination as to the exact amount of Mr. Bailey’s tax equalization payments for fiscal 2023 and fiscal 2024 will not be available until his calendar 2022 through calendar 2024 tax equalization settlements are finalized. As a result, VF may make tax equalization payments and adjustments at a later date. Mr. Bailey’s fiscal 2022 tax equalization was finalized and resulted in a payment made by Mr. Bailey to the Company. |

  133. Summary Compensation Table

    | (13) Mr. Dorer served as Interim President and Chief Executive Officer from December 2, 2022 to July 16, 2023. |

  134. Summary Compensation Table

    | VF Corporation 2024 Proxy Statement | / | 57 |

  135. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table sets forth all grants of plan-based awards made to our NEOs during fiscal 2024. For further discussion regarding the grants, see the Compensation Discussion and Analysis section above.

  136. 2024 Grants of Plan-Based Awards

    | NAME | DATE OF BOARD APPROVAL OF AWARDS(1) | GRANT DATE OF EQUITY AWARDS(1) | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(2) | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(3) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS(1) ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Mr. Darrell | 6/16/2023 | | $-0- | $1,609,904 | $3,219,808 | | | | | | | | | | 6/16/2023 | 8/4/2023 | | | | -0- | 250,697 | 564,068 | | | | $4,956,280(5) | | | 6/16/2023 | 8/4/2023 | | | | | | | | 786,622 | $19.42 | 4,515,210(6) | | | 6/16/2023 | 8/4/2023 | | | | | | | | 262,208 | 19.42 | 1,505,074(4) | | | 6/16/2023 | 8/4/2023 | | | | | | | 77,240 | | | 1,500,001(4) | | Mr. Puckett | 5/15/2023 | | -0- | 700,000 | 1,400,000 | | | | | | | | | | 5/15/2023 | 5/26/2023 | | | | -0- | 61,282 | 137,885 | | | | 1,121,461(5) | | | 5/15/2023 | 5/26/2023 | | | | | | | | 192,286 | 17.95 | 1,099,876(6) | | Mr. Scabbia Guerrini | 5/15/2023 | | -0- | 1,140,312 | 2,280,624 | | | | | | | | | | 5/15/2023 | | -0- | 1,500,000 | 3,000,000 | | | | | | | | | | 5/15/2023 | 5/26/2023 | | | | -0- | 75,209 | 169,220 | | | | 1,376,325(5) | | | 5/15/2023 | 5/26/2023 | | | | | | | | 235,987 | 17.95 | 1,349,846(6) | | | 10/17/2023 | 11/2/2023 | | | | | | | 178,444 | | | 2,500,000(7) | | Ms. Otto | 5/15/2023 | | -0- | 687,500 | 1,375,000 | | | | | | | | | | 5/15/2023 | 5/26/2023 | | | | -0- | 55,711 | 125,350 | | | | 1,019,511(5) | | | 5/15/2023 | 5/26/2023 | | | | | | | | 174,805 | 17.95 | 999,885(6) | | Mr. Hyder | 10/23/2023 | | -0- | 399,727 | 799,454 | | | | | | | | | | 10/23/2023 | 11/2/2023 | | | | -0- | 31,756 | 71,451 | | | | 456,016(5) | | | 10/23/2023 | 11/2/2023 | | | | | | | | 99,639 | 14.01 | 570,931(6) | | | 10/23/2023 | 11/2/2023 | | | | | | | 428,266 | | | 6,000,007(8) | | Mr. Bailey | 5/15/2023 | | -0- | 770,000 | 1,540,000 | | | | | | | | | | 5/15/2023 | | -0- | 1,000,000 | 2,000,000 | | | | | | | | | | 5/15/2023 | 5/26/2023 | | | | -0- | 75,209 | 169,220 | | | | 1,376,325(5) | | | 5/15/2023 | 5/26/2023 | | | | | | | | 235,987 | 17.95 | 1,349,846(6) | | Mr. Dorer | 7/24/2023 | 8/4/2023 | | | | | | | | 11,124 | 19.42 | 63,852(9) | | | 7/24/2023 | 8/4/2023 | | | | | | | 3,545 | | | 68,844(10) | | | 6/16/2023 | 6/16/2023 | | | | | | | 33,990 | | | 660,766(11) |

  137. 2024 Grants of Plan-Based Awards

    | (1) All equity awards are granted under the VF Stock Plan. Under the Stock Plan, the exercise price of stock options is the fair market value on the date of grant. “Fair market value” is defined under the Stock Plan as the average of the reported high and low sales price of VF Common Stock on the date of grant. With respect to the options granted on May 26, 2023, the average of the high and the low sales price was $17.95, and the closing market price was $18.05. With respect to the options granted on August 4, 2023, the average of the high and the low sales price was $19.42, and the closing market price was $19.40. With respect to the options granted to Mr. Hyder on November 2, 2023, the average of the high and the low sales price was $14.01, and the closing market price was $14.81. The Compensation Committee’s general policy under the Stock Plan is to fix the date of grant of the options and performance-based equity awards as the third business day after VF announces its earnings for the previously completed fiscal year or quarter depending upon whether the award is an annual award or a mid-year award. |

  138. 2024 Grants of Plan-Based Awards

    | (2) The amounts in these columns represent the threshold, target and maximum annual incentive awards under the AIP, as described above in the Compensation Discussion and Analysis section above. Depending upon the level of achievement of each of the specified performance goals, annual cash awards could range |

  139. 2024 Grants of Plan-Based Awards

    | 58 | / | VF Corporation 2024 Proxy Statement |

  140. 2024 Grants of Plan-Based Awards

    | from 0% to 200% of the targeted incentive opportunity for each AIP participant. Mr. Scabbia Guerrini’s target has been converted to U.S. dollars from Swiss francs based on the average daily exchange rates for fiscal 2024 of 1.1293 U.S. dollars to the Swiss franc. The amounts in these columns for Messrs. Scabbia Guerrini and Bailey also represent threshold, target and maximum of the two-year cash-based performance awards, as described above in the Compensation Discussion and Analysis section above. |

  141. 2024 Grants of Plan-Based Awards

    | (3) The amounts in these columns represent the threshold, target and maximum PRSU awards under the Long-Term Incentive Plan (“LTIP”). These PRSUs were granted to the named executive officers for the three-year performance period of fiscal 2024 through fiscal 2026. Depending on the level of achievement of certain performance goals during the three years of the performance period, payouts of awards could range up to a maximum of 200% of the target award, and potentially plus or minus 25% of the target award depending on VF’s total shareholder return as compared to the total shareholder return of S&P 500 Consumer Discretionary Index companies over the performance period, for a total maximum payout of 225% of the target award. For a discussion of the performance goals applicable to the LTIP awards, as well as vesting, forfeiture and other terms, see the Compensation Discussion and Analysis section above. |

  142. 2024 Grants of Plan-Based Awards

    | (4) The amount in this column represents the grant date fair value of a make-whole equity award of 77,240 RSUs and 262,208 stock options, 50% of which will vest on July 17, 2024 and 50% of which will vest on July 17, 2025, subject to continued employment through such date. For further information on the awards, see “Compensation Discussion & Analysis – Elements of Compensation – Retention and Special Awards” above. |

  143. 2024 Grants of Plan-Based Awards

    | (5) The aggregate fair value of the PRSUs was computed in accordance with FASB ASC Topic 718. See footnote 3 to the Summary Compensation Table. The assumptions used are summarized in Note 19 to VF’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 30, 2024. |

  144. 2024 Grants of Plan-Based Awards

    | (6) The fair value on the date of grant of each option award was computed in accordance with FASB ASC Topic 718. The terms of options are described in footnote 1 to the Outstanding Equity Awards at Fiscal Year-End 2024 table. The assumptions used and the resulting weighted average fair value of stock options granted during fiscal 2024 are summarized in Note 19 to VF’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 30, 2024. |

  145. 2024 Grants of Plan-Based Awards

    | (7) The amount in this column represents the grant date fair value of a promotion-based award granted to Mr. Scabbia Guerrini of 178,444 RSUs, which will cliff vest 100% on the second anniversary of the grant date, subject to Mr. Scabbia Guerrini’s continued employment through such date. For further information on the awards, see “Compensation Discussion & Analysis – Elements of Compensation – Retention and Special Awards” above. |

  146. 2024 Grants of Plan-Based Awards

    | (8) The amount in this column represents the grant date fair value of a special award granted to Mr. Hyder in connection with his appointment to Executive Vice President and Chief People Officer of 428,266 RSUs, which will cliff vest 100% on the third anniversary of the grant date, subject to Mr. Hyder’s continued employment through such date. For further information on the awards, see “Compensation Discussion & Analysis – Elements of Compensation – Retention and Special Awards” above. |

  147. 2024 Grants of Plan-Based Awards

    | (9) The amount in this column represents the grant date fair value of options awarded to Mr. Dorer while he was serving as a non-employee director. For further information on this award, including the assumptions used and the resulting weighted average fair value of stock options, see footnote 3 to the Fiscal 2024 Independent Director Compensation Table. |

  148. 2024 Grants of Plan-Based Awards

    | (10) The amount in this column represents the grant date fair value of RSUs awarded to Mr. Dorer while he was serving as a non-employee director. For further information on this award, including the assumptions used and the resulting weighted average fair value of RSUs, see footnote 2 to the Fiscal 2024 Independent Director Compensation Table. |

  149. 2024 Grants of Plan-Based Awards

    | (11) The amount in this column represents the grant date fair value of a time-vesting RSU award, that vested 100% on July 14, 2023. The award was originally granted in fiscal 2023 in connection with Mr. Dorer’s employment as Interim President and CEO. As the original vesting condition changed from pro-rata vesting to full vesting upon his resignation as Interim President and CEO, the award was modified and resulted in a new grant for accounting and disclosure purposes. |

  150. 2024 Grants of Plan-Based Awards

    | VF Corporation 2024 Proxy Statement | / | 59 |

  151. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table sets forth information regarding the outstanding equity awards held by our NEOs as of March 30, 2024, after giving effect to the May 2019 adjustments made in connection with the Spin-off.

  152. Outstanding Equity Awards at Fiscal Year-End 2024

    | | OPTION AWARDS(1) | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3) | | Bracken Darrell | 8/4/2023 | -0- | 786,622 | $19.42 | 8/3/2033 | | | | | | | 8/4/2023 | -0- | 262,208(6) | 19.42 | 8/3/2033 | 79,412(6) | $1,218,183 | -0-(5) | $-0- | | Matthew Puckett | 2/18/2015 | 5,859 | -0- | 69.98 | 2/17/2025 | | | | | | | 2/23/2016 | 8,460 | -0- | 56.92 | 2/22/2026 | | | | | | | 2/22/2017 | 10,368 | -0- | 49.66 | 2/21/2027 | | | | | | | 2/21/2018 | 6,700 | -0- | 69.47 | 2/20/2028 | | | | | | | 5/24/2019 | 10,271 | -0- | 84.23 | 5/23/2029 | | | | | | | 5/19/2020 | 11,083 | -0- | 55.74 | 5/18/2030 | 8,762(7) | 134,406 | | | | | 3/8/2021 | | | | | 22,895(7) | 351,210 | | | | | 5/25/2021 | 29,762 | 14,880 | 77.78 | 5/24/2031 | | | | | | | 5/24/2022 | 24,671 | 49,342 | 45.34 | 5/23/2032 | | | -0-(4) | -0- | | | 5/26/2023 | -0- | 192,286 | 17.95 | 5/25/2033 | | | -0-(5) | -0- | | Martino Scabbia Guerrini | 2/18/2015 | 19,469 | -0- | 69.98 | 2/17/2025 | | | | | | | 2/23/2016 | 22,933 | -0- | 56.92 | 2/22/2026 | | | | | | | 2/22/2017 | 38,201 | -0- | 49.66 | 2/21/2027 | | | | | | | 2/21/2018 | 35,264 | -0- | 69.47 | 2/20/2028 | | | | | | | 5/24/2019 | 55,753 | -0- | 84.23 | 5/23/2029 | | | | | | | 5/19/2020 | 66,493 | -0- | 55.74 | 5/18/2030 | | | | | | | 5/25/2021 | 41,336 | 20,667 | 77.78 | 5/24/2031 | 14,222(8) | 218,162 | | | | | 5/24/2022 | 30,839 | 61,677 | 45.34 | 5/23/2032 | | | -0-(4) | -0- | | | 3/6/2023 | | | | | 82,801(8) | 1,270,172 | | | | | 5/26/2023 | -0- | 235,987 | 17.95 | 5/25/2033 | | | -0-(5) | -0- | | | 11/2/2023 | | | | | 180,438(8) | 2,767,922 | | | | Nicole Otto | 8/2/2022 | 24,671 | 49,342 | 44.74 | 8/1/2032 | 45,814(9) | 702,782 | -0-(4) | -0- | | | 5/26/2023 | -0- | 174,805 | 17.95 | 5/25/2033 | | | -0-(5) | -0- | | Brent Hyder | 11/2/2023 | -0- | 99,639 | 14.01 | 11/1/2033 | 433,052(10) | 6,643,018 | -0-(5) | -0- |

  153. Outstanding Equity Awards at Fiscal Year-End 2024

    | VF Corporation 2024 Proxy Statement | / | 61 |

  154. Outstanding Equity Awards at Fiscal Year-End 2024

    | | OPTION AWARDS(1) | | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#)(2) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2)(3) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($)(3) | | Kevin Bailey | 2/18/2015 | 19,469 | -0- | 69.98 | 2/17/2025 | | | | | | | 2/23/2016 | 22,933 | -0- | 56.92 | 2/22/2026 | | | | | | | 2/22/2017 | 38,201 | -0- | 49.66 | 2/21/2027 | | | | | | | 2/21/2018 | 35,264 | -0- | 69.47 | 2/20/2028 | | | | | | | 5/24/2019 | 55,753 | -0- | 84.23 | 5/23/2029 | | | | | | | 5/19/2020 | 66,493 | -0- | 55.74 | 5/18/2030 | | | | | | | 5/25/2021 | 41,336 | 20,667 | 77.78 | 5/24/2031 | | | | | | | 5/24/2022 | 33,306 | 66,611 | 45.34 | 5/23/2032 | | | -0-(4) | -0- | | | 2/10/2023 | | | | | 27,722(11) | 425,263 | | | | | 5/26/2023 | -0- | 235,987 | 17.95 | 5/25/2033 | | | -0-(5) | -0- | | Benno Dorer | 2/22/2017 | 8,732 | -0- | 49.66 | 2/21/2027 | | | | | | | 2/21/2018 | 5,818 | -0- | 69.47 | 2/20/2028 | | | | | | | 5/24/2019 | 4,842 | -0- | 84.23 | 5/23/2029 | | | | | | | 5/19/2020 | 5,383 | -0- | 55.74 | 5/18/2030 | | | | | | | 5/25/2021 | 4,217 | -0- | 77.78 | 5/24/2031 | | | | | | | 5/24/2022 | 6,662 | -0- | 45.34 | 5/23/2032 | | | | | | | 8/4/2023 | -0- | 11,124 | 19.42 | 8/3/2033 | 3,665(12) | 55,910 | | |

  155. Outstanding Equity Awards at Fiscal Year-End 2024

    | (1) All of the options are non-qualified stock options awarded under the Stock Plan. The make-whole options awarded to Mr. Darrell are described in footnote 6 below. The options awarded to Mr. Dorer in his capacity as a non-employee director generally have a stated term of ten years and become exercisable one year after the date of grant. Upon Mr. Dorer’s separation from the Board, options are exercisable for 36 months but not after the expiration of the option term. The remainder of this footnote addresses the options awarded to the other named executive officers. Each option becomes vested and exercisable in thirds on the first, second and third anniversaries of the date of grant. Options generally become fully vested and exercisable upon the executive’s death or termination of the executive’s employment due to disability or in the event of certain terminations following a change in control of VF. All options have a ten-year term but, in the event of certain terminations of the optionee’s employment, the options generally expire on an accelerated basis, as follows: 36 months after retirement, death or termination due to disability; at the end of the period severance payments are made (if any) in the case of involuntary termination; and at the time of any voluntary termination. |

  156. Outstanding Equity Awards at Fiscal Year-End 2024

    | (2) For all restricted stock and restricted stock units awarded in 2018 and later, dividends are reinvested at the dividend payment date in additional shares that are subject to the same restrictions as the original award. For restricted stock units awarded prior to 2018, dividend equivalents accrue as cash amounts until vesting and payout, at which time such amounts are paid in additional shares of stock calculated by dividing the accrued dividend equivalents by the average of the high and low price of a share of VF Common Stock on the date the award is paid out. Dividend equivalents are not compounded. |

  157. Outstanding Equity Awards at Fiscal Year-End 2024

    | (3) Amounts reported are based on the closing market price per share of VF’s Common Stock of $15.34 on March 28, 2024, the last trading day of VF’s fiscal 2024. The number of PRSUs was calculated by multiplying the actual level of achievement for the three-year performance period ended March 30, 2024 by the target number of PRSUs awarded, and the dollar value was calculated by multiplying the resulting number of PRSUs by $15.34. Because the actual level of achievement for the three-year performance period ended March 30, 2024 was 0%, the number of PRSUs is zero, and the dollar value is zero. The final level of achievement for the awards in these columns may differ. For a discussion of vesting, forfeiture and other terms applicable to the PRSUs, see the Compensation Discussion & Analysis section above. |

  158. Outstanding Equity Awards at Fiscal Year-End 2024

    | (4) This number represents the number of PRSUs that were awarded under the LTIP by the Compensation Committee in 2022 for the three-year performance period ending April 2025 multiplied by an assumed achievement level of 0%. At an achievement level of 225% (the maximum), the number of PRSUs and the corresponding value would be as follows (the number of shares is rounded to the nearest whole number; the dollar value is based on the actual number of shares including fractional shares): Mr. Puckett: 49,626 PRSUs with a value of $761,263; Mr. Bailey: 66,996 PRSUs with a value of $1,027,719; Ms. Otto: 49,626 PRSUs with a value of $761,263; and Mr. Scabbia Guerrini: 62,033 PRSUs with a value of $951,579. |

  159. Outstanding Equity Awards at Fiscal Year-End 2024

    | (5) This number represents the number of PRSUs that were awarded under the LTIP by the Compensation Committee in 2023 for the three-year performance period ending April 2026 multiplied by an assumed achievement level of 0%. At an achievement level of 225% (the maximum), the number of PRSUs and the corresponding value would be as follows (the number of shares is rounded to the nearest whole number; the dollar value is based on the actual number of shares including fractional shares): Mr. Darrell: 564,068 PRSUs with a value of $8,652,807; Mr. Puckett: 137,885 PRSUs with a value of $2,115,148; Mr. Scabbia Guerrini: |

  160. Outstanding Equity Awards at Fiscal Year-End 2024

    | 62 | / | VF Corporation 2024 Proxy Statement |

  161. Outstanding Equity Awards at Fiscal Year-End 2024

    | 169,220 PRSUs with a value of $2,595,839; Ms. Otto: 125,350 PRSUs with a value of $1,922,865; Mr. Hyder: 71,451 PRSUs with a value of $1,096,058; and Mr. Bailey: 169,220 PRSUs with a value of $2,595,839. |

  162. Outstanding Equity Awards at Fiscal Year-End 2024

    | (6) Mr. Darrell received an award of 77,240 shares of restricted stock units and 262,208 stock options in August 2023 that will vest 50% in July 2024 and 50% in July 2025, provided that Mr. Darrell remains an employee of VF through the applicable vesting date. The options have a ten-year term and would become immediately exercisable, in the event of death or termination due to disability, in the event of involuntary termination not for cause and upon his termination following a change in control of VF. The RSU award would vest in the event of termination due to death or disability, in the event of involuntary termination not for cause and upon his termination following a change in control of VF. Dividends on these shares of restricted stock units are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  163. Outstanding Equity Awards at Fiscal Year-End 2024

    | (7) Mr. Puckett received awards of 7,500 and 20,000 RSAs in May 2020 and March 2021, respectively. The RSAs granted in May 2020 vested in May 2024 and the RSAs granted in March 2021 will vest in March 2025, provided that Mr. Puckett remains an employee of VF (except a pro rata portion of the award would vest in the event of termination due to death or disability and in the event of involuntary termination not for cause; and the award would vest upon certain terminations following a change in control of VF). Dividends on these RSAs are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original awards. |

  164. Outstanding Equity Awards at Fiscal Year-End 2024

    | (8) Mr. Scabbia Guerrini received an award of 25,000 RSUs in May 2021 that vested 50% in May 2023 and will vest 50% in May 2025, provided that Mr. Scabbia Guerrini remains an employee of VF for the term of the award. Mr. Scabbia Guerrini also received an award of 78,248 RSUs in March 2023 that will vest 50% in March 2025 and March 2027, provided that Mr. Scabbia Guerrini remains an employee of VF through the applicable vesting date. For both RSU awards, a pro rata portion of each award would vest in the event of involuntary termination not for cause and the award would vest upon termination due to death or disability and upon his termination following a change in control of VF. Mr. Scabbia Guerrini also received an award of 178,444 RSUs in November 2023 that will cliff vest 100% in November 2025. For this RSU award, a pro rata portion of the award would vest in the event of termination due to death or disability and in the event of involuntary termination not for cause; and the award would vest upon certain terminations following a change in control of VF. Dividends on all these RSUs are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  165. Outstanding Equity Awards at Fiscal Year-End 2024

    | (9) Ms. Otto received an award of 55,879 shares of restricted stock in August 2022 that will vest 25% at each of the next four anniversaries of the grant date, provided that Ms. Otto remains an employee of VF through the applicable vesting date. A pro rata portion of the award would vest in the event of termination due to death or disability, in the event of involuntary termination not for cause and the award would vest upon certain terminations following a change in control of VF. Dividends on these shares of restricted stock are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  166. Outstanding Equity Awards at Fiscal Year-End 2024

    | (10) Mr. Hyder received an award of 428,266 RSUs in November 2023 that will cliff vest 100% on the third anniversary of the grant date, provided that Mr. Hyder remains an employee of VF through such vesting date. A pro rata portion of the award would vest in the event of termination due to death or disability, in the event of involuntary termination not for cause, and the award would vest upon certain terminations following a change in control of VF. Dividends on these shares of restricted stock are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  167. Outstanding Equity Awards at Fiscal Year-End 2024

    | (11) Mr. Bailey received an award of 26,198 RSUs in February 2023 that will vest 50% in February 2025 and February 2027, provided that Mr. Bailey remains an employee of VF through the applicable vesting date. A pro rata portion of the award would vest in the event of involuntary termination not for cause and the award would vest upon termination due to death or disability and upon his termination following a change in control of VF. Dividends on these RSUs are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  168. Outstanding Equity Awards at Fiscal Year-End 2024

    | (12) Pursuant to the terms of the non-employee director compensation program, Mr. Dorer received an award of 3,545 RSUs in August 2023 that will vest on the one-year anniversary of the grant date. Dividends on these RSUs are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  169. Outstanding Equity Awards at Fiscal Year-End 2024

    | VF Corporation 2024 Proxy Statement | / | 63 |

  170. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information for our NEOs regarding stock award vesting during fiscal 2024. Our NEOs did not exercise stock options during fiscal 2024. There was no payout under the LTIP of PRSUs for the three-year performance period that ended on March 30, 2024.

  171. 2024 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS(1) | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Bracken Darrell | -0- | $-0- | -0- | $-0- | | Matthew Puckett | -0- | -0- | -0- | -0- | | Martino Scabbia Guerrini | -0- | -0- | 13,625 | 245,389 | | Nicole Otto | -0- | -0- | 14,854 | 284,600 | | Brent Hyder | -0- | -0- | -0- | -0- | | Kevin Bailey | -0- | -0- | -0- | -0- | | Benno Dorer | -0- | -0- | 72,934 | 1,354,881 |

  172. 2024 Option Exercises and Stock Vested

    | (1) For Mr. Scabbia Guerrini, the amounts in these columns reflect the fair market value of 12,500 shares of restricted stock units, plus 1,125 shares of restricted stock units resulting from accumulated dividends on the restricted stock units, at the time of distribution in May 2023. For Ms. Otto, the amounts in these columns reflect the fair market value of 13,970 shares of restricted stock awards, plus 884 shares of restricted stock awards resulting from accumulated dividends on the restricted stock awards, at the time of distribution in August 2023. For Mr. Dorer, the amounts in these columns reflect the fair market value of 1,986 shares of director restricted stock units, plus 116 shares of restricted stock units resulting from accumulated dividends on the director restricted stock units, at the time of distribution in May 2023. Mr. Dorer’s amount also includes the fair market value of 33,991 shares of restricted stock units, plus 1,157 shares of restricted stock units resulting from accumulated dividends on the restricted stock units, at the time of distribution in June 2023. Mr. Dorer’s amount also includes the fair market value of 33,990 shares of restricted stock units, plus 1,693 shares of restricted stock units resulting from accumulated dividends on the restricted stock units, at the time of distribution in July 2023. No amounts reported in these columns were deferred. The fair market value is defined under the Stock Plan to be the average of the high and low price of VF Common Stock on the applicable date. |

  173. PENSION BENEFITS

    PENSION BENEFITS VF sponsors and maintains the VF Corporation Pension Plan (the “Pension Plan”), a tax-qualified defined benefit plan that covers most of VF’s U.S.-based employees who were employed by VF on or before December 31, 2004, including Mr. Puckett. Mr. Scabbia Guerrini has pension benefits under the VF International SAGL pension fund in Switzerland (the “Swiss Pension Plan”) that covers virtually all Swiss-based employees of VF International SAGL over 25 years of age. Benefits under the Pension Plan are calculated by reference to the employee’s “average annual compensation”, which is his or her average annual salary and annual incentive compensation from January 1, 2014, with no less than five years immediately preceding retirement included in the average. Effective December 31, 2018, the Pension Plan ceased to recognize any future service performance and any eligible compensation paid for purposes of calculating participant accrued benefits under the Pension Plan (i.e., no additional benefits accrue after such date). As of December 31, 2018, Mr. Puckett was the only NEO who participated in the Pension Plan, and none of our other NEOs have ever participated in the Pension Plan. There are two formulas for computing benefits under the Pension Plan. The “normal retirement” formula is used for employees who qualify for “early retirement” under the Pension Plan upon termination, by being credited with at least ten years of service with VF and having attained age 55. The named executive officers who participate in the Pension Plan are eligible for nonforfeitable benefits under the Pension Plan and the VF Supplemental Executive Retirement Plan (“SERP”). The SERP is an unfunded, nonqualified plan for eligible employees primarily designed to restore benefits lost under the Pension Plan due to the maximum legal limit of pension benefits imposed under ERISA and the Code. The combined retirement income from the Pension Plan and the SERP for each of the eligible named executive officers, upon retirement at age 65, would be an amount equal to his or her Pension Plan benefit calculated (i) without regard to any limitation imposed by the Code or ERISA, (ii) without regard to his participation in the Deferred Compensation Plan or the Executive Deferred Savings Plan, (iii) on the basis of the average of the highest three years of his salary and annual incentive compensation during the ten-year period immediately preceding retirement, and (iv) without deduction or offset of Social Security benefits. For purposes of the table below, the “normal retirement” formula has been used for determining the SERP benefits of all of the named executive officers who participate in the

  174. PENSION BENEFITS

    | 64 | / | VF Corporation 2024 Proxy Statement |

  175. PENSION BENEFITS

    Pension Plan, regardless of whether they otherwise qualify for “early retirement” under the Pension Plan. Payments under the SERP with respect to the period prior to December 31, 2004 are payable in monthly payments or in a lump sum, and payments with respect to the period after December 31, 2004 are payable in a lump sum. At the end of December 2014, the Pension Plan and SERP were modified such that for certain executives, including the named executive officers, benefits would be frozen in the Pension Plan and would instead accrue in the SERP, and therefore accrued benefits under the SERP increased at a higher rate for service and earnings after December 31, 2014 and before January 1, 2019. Effective December 31, 2018, the SERP ceased to recognize any future service and any eligible compensation paid for purposes of calculating participant accrued benefits under the SERP (i.e., no additional benefits accrue after such date). As of December 31, 2018, Mr. Puckett was the only NEO who participated in the SERP, and none of our other NEOs have ever participated in the SERP. The assumptions underlying the present values of the eligible U.S.-based named executive officers’ pension benefits are the assumptions used for financial statement reporting purposes and are set forth in Note 17 to VF’s Consolidated Financial Statements in its Annual Report on Form 10-K for the fiscal year ended March 30, 2024, except that retirement age is assumed to be age 65, the normal retirement age specified in the Pension Plan.

  176. 2024 Pension Benefits Table

    2024 Pension Benefits Table

  177. 2024 Pension Benefits Table

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#)(1) | PRESENT VALUE OF ACCUMULATED BENEFIT ($)(2) | PAYMENTS DURING LAST FISCAL YEAR ($) | | Bracken Darrell(3) | VF Corporation Pension Plan | -0- | $-0- | $-0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Matthew Puckett | VF Corporation Pension Plan | 18 | 317,000(2) | -0- | | | Supplemental Executive Retirement Plan | 18 | 780,700(2) | -0- | | Martino Scabbia Guerrini | Pension Fund of VF International SAGL in Switzerland | 18 | 1,641,155(4) | -0- | | Nicole Otto(3) | VF Corporation Pension Plan | -0- | -0- | -0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Brent Hyder(3) | VF Corporation Pension Plan | -0- | -0- | -0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Kevin Bailey(3) | VF Corporation Pension Plan | -0- | -0- | -0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Benno Dorer(3) | VF Corporation Pension Plan | -0- | -0- | -0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- |

  178. 2024 Pension Benefits Table

    | (1) As discussed above, the Pension Plan and SERP were frozen effective December 31, 2018, and no additional service credit will accrue after that date. Years of service reflected in this column for Mr. Puckett include service until December 31, 2018. The number of years of service credited to Mr. Scabbia Guerrini under the Swiss Pension Plan was computed as of the same measurement date used for financial statement reporting purposes with respect to VF’s audited financial statements for the fiscal year completed March 30, 2024. |

  179. 2024 Pension Benefits Table

    | (2) The amounts in this column for Mr. Puckett are the actuarial present value of the named executive officer’s accumulated benefit under each plan, computed as of the same Plan measurement date used for financial statement reporting purposes with respect to VF’s audited financial statements for the fiscal year completed March 30, 2024. |

  180. 2024 Pension Benefits Table

    | (3) Messrs. Darrell, Scabbia Guerrini, Hyder, Bailey and Dorer and Ms. Otto do not participate in the Pension Plan or the SERP. |

  181. 2024 Pension Benefits Table

    | (4) The amount for Mr. Scabbia Guerrini under the Swiss Pension Plan was calculated in Swiss francs and converted to U.S. dollars using an exchange rate of 1.1293 U.S. dollars to the Swiss franc, the average daily exchange rate for fiscal 2024. The amount is the actual account value of the portion contributed by VF into the Swiss Pension Plan. Under the Swiss Pension Plan, employee and employer together contribute a percentage of the employee’s base salary up to the maximum pensionable salary depending on the employee’s age. The portion of the contribution made by employer and employee depends on the category of the employee. In addition, Mr. Scabbia Guerrini periodically makes voluntary discretionary contributions to the plan. The annual post-retirement benefit under the Swiss Pension Plan is calculated as a percentage of the accumulated capital in the Swiss Pension Plan for the employee at the time the employee retires. In the event the employee retires earlier than the regular retirement age (which is currently 65 years of age for men), the percentage is reduced. Subject to certain conditions, participants may elect to receive pension benefits entirely or partially in a lump sum; any funds taken as a lump sum reduce the remaining capital and, as a result, the amount of the annual payments. Because of the way benefits are calculated under the Swiss Pension Plan it is not possible to express the pension benefits as a percentage of the last or an average salary. |

  182. 2024 Pension Benefits Table

    | VF Corporation 2024 Proxy Statement | / | 65 |

  183. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION VF senior executives, including the named executive officers other than Mr. Scabbia Guerrini, who is not based in the U.S., are permitted to defer compensation under the VF Corporation Executive Deferred Savings Plan II (the “EDSP”). In 2015, the terms of the EDSP were amended to permit an eligible executive to defer into a hypothetical “account,” on a pre-tax basis, annual compensation in excess of the IRS annual compensation limit for 401k contributions ($330,000 for calendar year 2023 and $345,000 for calendar year 2024) (but not more than 50% of the executive’s annual salary and 75% of the executive’s annual cash incentive payment). A participating executive’s account was also credited with matching credits equal to 100% on the first 6% of annual compensation deferred by the executive for the year. Compensation below the IRS annual compensation limit was eligible for contributions to the 401k Plan. The terms of the EDSP were amended effective January 1, 2020 to permit an eligible executive to defer into a hypothetical “account,” on a pre-tax basis, annual compensation from their first dollar earned (but not more than 50% of the executive’s annual salary and 75% of the executive’s annual cash incentive payment). A participating executive’s account will be credited with matching credits after the end of the plan year in an amount equal to 100% on the first 6% of deferrals for such plan year less the maximum matching contribution that could be made in the 401k Plan. Participants must be employed on the last day of the plan year to receive matching contributions for that plan year. The 401k Plan is a broad-based tax-qualified defined contribution plan for most U.S. employees of VF. A participant is credited with matching contributions equal to 100% on the first 6% of the annual compensation contributed by the participant to the 401k Plan, up to the IRS annual compensation limit of $330,000 for calendar year 2023 and $345,000 for calendar year 2024. EDSP accounts deferred after January 1, 2005 are generally payable in either a lump sum or in up to ten annual installments following termination of employment, as elected by the executive at the time of deferral. With respect to accounts deferred prior to January 1, 2005, an executive may request, subject to VF approval, distribution in a lump sum or in up to ten annual installments following termination of employment. Prior to termination of employment, an executive may receive a distribution of the executive’s EDSP account upon an unexpected financial hardship. Accounts deferred after January 1, 2020 also have in-service distribution options. Executives may elect to receive deferrals (together with all gains and losses attributable thereto) on a scheduled date while still employed by VF. If an executive elects to receive payment of deferrals while still employed by VF, payment cannot begin until at least five years from the plan year in which such deferrals were contributed. An executive may postpone a scheduled in-service distribution date as long as they (i) make the election to postpone at least twelve (12) months before the originally scheduled distribution date and (ii) the new distribution date is at least five (5) years after their originally scheduled distribution date. Accounts under the EDSP are credited with earnings and losses based on certain hypothetical investments selected by the executive. The hypothetical investment alternatives available to executives include various mutual funds. Executives may change such hypothetical investment elections on a daily basis.

  184. NONQUALIFIED DEFERRED COMPENSATION

    | 66 | / | VF Corporation 2024 Proxy Statement |

  185. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  186. 2024 Nonqualified Deferred Compensation

    | NAME | EXECUTIVE CONTRIBUTIONS IN FY2024 ($)(1) | VF CONTRIBUTIONS IN FY2024 ($)(2) | AGGREGATE EARNINGS IN FY2024 ($)(3) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT MARCH 30, 2024 ($)(4) | | Bracken Darrell | $-0- | $-0- | $-0- | $-0- | $-0- | | Matthew Puckett | 42,000 | 22,200 | 470,315 | -0- | 2,797,857 | | Martino Scabbia Guerrini | -0- | -0- | -0- | -0- | -0- | | Nicole Otto | 437,500 | 38,666 | 84,854 | -0- | 757,744 | | Brent Hyder | -0- | -0- | -0- | -0- | -0- | | Kevin Bailey | 42,000 | 22,200 | 338,276 | -0- | 2,026,667 | | Benno Dorer | -0- | -0- | -0- | -0- | -0- |

  187. 2024 Nonqualified Deferred Compensation

    | (1) Amounts reported in this column are included as salary and non-equity incentive compensation in the Summary Compensation Table above. The type of compensation permitted to be deferred is cash compensation. |

  188. 2024 Nonqualified Deferred Compensation

    | (2) Amounts reported in this column are included as All Other Compensation in the Summary Compensation Table above. For the 2023 calendar year, the matching contribution for qualified executives was made after the end of the 2023 calendar year, in February and March 2024 in an amount equal to 100% on the first 6% of deferrals for such year less the maximum matching contribution that could be made in the 401k Plan, provided the executive is employed on the last day of the 2023 calendar year. |

  189. 2024 Nonqualified Deferred Compensation

    | (3) This column includes earnings and (losses) on deferred compensation balances. Such amounts are not “above-market” or “preferential” and therefore are not reported as compensation in the Summary Compensation Table above. |

  190. 2024 Nonqualified Deferred Compensation

    | (4) This column reflects the aggregate of salary and non-equity incentive awards deferred by each named executive officer during his or her career with VF plus the aggregate amount of contributions by VF and the investment earnings thereon. Amounts deferred each year by the named executive officers have been reported in the Summary Compensation Tables in VF’s proxy statements in the year earned to the extent the executive was a named executive officer for purposes of proxy statement disclosure. |

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

    Potential Payments Upon Change in Control, Retirement or Termination of Employment The following section describes payments that would be made to each of the continuing named executive officers and related benefits as a result of (i) a termination of service in the event of a change in control of VF, (ii) the executive’s retirement, (iii) the executive’s termination by VF without “cause”, (iv) the executive’s termination by VF with “cause”, or (v) the executive’s resignation, assuming these events occurred on March 30, 2024. Mr. Dorer ceased to serve as our Interim President and Chief Executive Officer effective July 16, 2023. The descriptions below do not include the following amounts that the executives also would have received in all termination scenarios:

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

    | (a) retirement benefits, the present value of which is disclosed in the 2024 Pension Benefits Table above, |

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

    | (b) the aggregate balance disclosed in the 2024 Nonqualified Deferred Compensation table above, |

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

    | (c) the executive’s AIP payment for the year ended March 30, 2024, as disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above, or |

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

    | (d) the value of the executive’s vested “in-the-money” unexercised stock options; the executive would be able to realize such value by exercise of the options prior to any termination, or the executive could retain the options after termination in all termination scenarios except termination by VF without “cause” with no severance, resignation not qualifying as a retirement or termination by VF with “cause”. |

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

    The continuing named executive officers, other than Mr. Scabbia Guerrini, do not have employment contracts with VF; all of their potential payments outlined below are defined in benefit plan documents described in this proxy statement or with respect to Mr. Darrell only, as set forth in his offer letter, as described below. Under Mr. Scabbia Guerrini’s 2006 employment agreement and Swiss law, he would receive six months of base salary and a pro rata amount of his annual incentive bonus which would have been earned for the year of termination in the event of his termination without cause. As described below under “Payments Upon Retirement,” as a result of retirement executives do not receive enhanced benefits other than under the terms of certain equity awards, pursuant to which an executive who is eligible for retirement would not forfeit his or her awards due to retirement.

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

    | VF Corporation 2024 Proxy Statement | / | 67 |

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

    Pursuant to Mr. Darrell’s offer letter, if Mr. Darrell’s employment is terminated without cause within two years following his employment start date and not in connection with a change in control, he would receive cash severance equal to two times his annual base salary, a cash payment equal to 18 months of the Company’s subsidy for active employees under its health care plans and full vesting of his make-whole equity awards. If his employment is terminated due to death or disability, his make-whole equity awards would vest in full. Such severance benefits are subject to his execution of a release of claims and compliance with restrictive covenants.

  199. POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VF

    POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VF VF has entered into Change-in-Control Agreements with all NEOs other than Mr. Dorer. These Agreements provide severance benefits to the executives only if their employment is terminated by VF without cause or for good reason by the executive within the 24-month period after a change in control of VF. “Good reason” for this purpose means a material reduction in the executive’s authority or duties, budget or compensation; a requirement that the executive relocate anywhere not mutually acceptable to the executive and VF; or a breach by VF of the Agreement. The Agreements have a term of two years with automatic annual extensions. The Agreements may be terminated by VF, unless VF has knowledge that a third party intends to effect a change in control of VF and, if a change in control has occurred, the agreements may not be terminated until two years after the change in control. Generally, severance benefits payable to the named executive officers include a lump-sum payment of an amount equal to 2.99 times the sum of (a) the greater of the executive’s highest annual base salary in effect at any time within the twelve-month period preceding a change in control of VF or the date of termination plus (b) the greater of (1) the highest amount of annual incentive awarded to the executive during the last three fiscal years prior to the date on which the executive’s employment is terminated following a change in control of VF and (2) the target annual incentive for the year of termination. Under the terms of the Agreements or the Stock Plan, upon a qualifying termination, the executives would also be entitled to supplemental benefits, such as payment of a pro rata portion of non-equity incentive compensation, accelerated vesting of stock options, accelerated lapse of restrictions on restricted stock units and restricted stock, lump-sum payments under the VF SERP for U.S.-based executives, continued life and medical insurance for specified periods after termination, entitlements under retirement plans and a lump-sum payment upon attaining retirement age. In the case of PRSUs under the LTIP, the PRSUs would be deemed earned based on the actual performance achieved through the date of termination projected for the entire performance cycle (except if performance in completed years is below-target the uncompleted years are projected at target), and such PRSUs would vest in full (without proration). Except as described below, the total payments to be made to an executive in the event of termination of employment upon a change in control of VF potentially could exceed the level of “parachute payments” (as that term is defined in the Code) that would trigger the “golden parachute excise tax,” which could result in imposition of excise taxes on the executive and loss of tax deductibility for VF. In the case of all NEOs other than Mr. Dorer, if the excise tax would apply, each would receive the full payments (without gross-up) or the payments would be reduced to an amount just below the level triggering excise tax, whichever alternative results in the greater after-tax value to the recipient. A “change in control” under the Agreements would include any of the following events, subject to certain exceptions described in the Agreements:

  200. POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VF

    | (A) an outside party acquires 20% of VF’s voting securities; |

  201. POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VF

    | (B) members of the VF Board of Directors on the date of the Agreement, together with new members approved to join the Board by 75% of the “Incumbent Board” as defined in the Agreements, no longer constitute a majority of the Board; or |

  202. POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VF

    | (C) consummation of a plan or agreement providing for a merger or consolidation of VF if VF’s shareholders before the transaction no longer hold 65% or more of the voting power after the transaction. |

  203. POTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VF

    | 68 | / | VF Corporation 2024 Proxy Statement |

  204. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2) If the named executive officers’ employment had been terminated by VF without cause or by the executives for good reason (as defined above) following a change in control of VF, assuming the triggering event occurred on March 30, 2024, the executives other than Mr. Dorer would be entitled to receive the following estimated amounts. Mr. Dorer is not included in the table below due to his resignation from the role of Interim CEO effective July 16, 2023.

  205. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | NAME | SEVERANCE AMOUNT(3) | PRSU AWARDS(4) | RSU/RSA AWARDS(5) | UNVESTED STOCK OPTIONS(6) | ESTIMATED VALUE OF BENEFIT CONTINUATION(7) | LUMP-SUM SERP BENEFIT(8) | TOTAL | | Mr. Darrell | $8,700,613 | $3,966,027 | $1,218,183 | $-0- | $79,649 | $-0- | $13,964,472 | | Mr. Puckett | 3,029,278 | 1,383,330 | 485,616 | -0- | 57,000 | 203,022 | 5,158,246 | | Mr. Scabbia Guerrini(9) | 5,787,556 | 1,692,914 | 4,256,256 | -0- | 36,000 | -0- | 11,772,726 | | Ms. Otto | 3,924,375 | 1,282,497 | 702,782 | -0- | 55,688 | -0- | 5,965,342 | | Mr. Hyder | 3,288,184 | 492,853 | 6,643,018 | 132,520 | 52,496 | -0- | 10,609,071 | | Mr. Bailey | 4,395,300 | 1,746,253 | 425,263 | -0- | 58,050 | -0- | 6,624,866 |

  206. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (1) These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the named executive officers, which would only be known at the time that they become eligible for payment and would only be payable if a change in control were to occur and the executive’s employment were terminated by VF without cause or by the executive with good reason. The table reflects the amount that could be payable under the various arrangements assuming that the change in control had occurred at March 30, 2024, and the executive’s employment had been terminated on that date. |

  207. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (2) Valuations of equity awards in this table reflect a price per share of VF Common Stock of $15.34, the closing market price of VF’s Common Stock at March 28, 2024, the last trading day of VF’s fiscal 2024. Totals may not add up due to rounding. |

  208. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (3) The amounts in this column represent 2.99 multiplied by the sum of the executive’s current base salary plus the highest target or actual annual incentive paid to the executive in the past three years. Mr. Puckett’s cash payment is reduced by $1,156,722 due to a reduction for excise tax implications. |

  209. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (4) The amount in this column represents the estimated value of PRSU awards under the LTIP for incomplete cycles that would be paid upon a qualifying termination following a change in control. Incomplete cycles as of March 30, 2024, are the fiscal 2023-2025 and fiscal 2024-2026 PRSU award cycles, both estimated at 100% of target performance. |

  210. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (5) The amount in this column represents the value of unvested restricted stock and unvested restricted stock unit awards. |

  211. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (6) The amount in this column represents the “in-the-money” value of unvested stock options. |

  212. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (7) The amount in this column represents the estimated present value of the continuation of health and welfare coverage over the 36-month severance period. |

  213. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (8) The amount in this column represents the value of enhanced and accelerated SERP benefits for Mr. Puckett, who is the only current executive eligible to participate in the SERP. |

  214. POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)

    | (9) Cash compensation to be paid to Mr. Scabbia Guerrini was converted from Swiss francs to U.S. dollars using the exchange rate of 1.1293 U.S. dollars to the Swiss franc, the average daily exchange rate for fiscal 2024. |

  215. PAYMENTS UPON TERMINATION DUE TO DEATH OR DISABILITY(1)

    PAYMENTS UPON TERMINATION DUE TO DEATH OR DISABILITY(1) The following table shows the estimated value of all unexercisable options and unvested restricted stock or restricted stock unit awards on March 30, 2024, assuming the executives had terminated employment due to death or disability:

  216. PAYMENTS UPON TERMINATION DUE TO DEATH OR DISABILITY(1)

    | NAME | UNVESTED RESTRICTED STOCK OR UNITS ($) | PRSU AWARDS ($) | UNVESTED STOCK OPTIONS ($) | TOTAL ($) | | Mr. Darrell | $1,218,183 | $3,966,027 | $-0- | $5,184,210 | | Mr. Puckett | 398,512 | 1,383,330 | -0- | 1,781,842 | | Mr. Scabbia Guerrini(2) | 2,052,990 | 1,692,914 | -0- | 3,745,904 | | Ms. Otto | 158,357 | 1,282,497 | -0- | 1,440,854 | | Mr. Hyder | 903,451 | 492,853 | 132,520 | 1,528,824 | | Mr. Bailey(2) | 425,263 | 1,746,253 | -0- | 2,171,516 |

  217. PAYMENTS UPON TERMINATION DUE TO DEATH OR DISABILITY(1)

    | (1) Valuations reflect a price per share of $15.34, the closing market price of VF’s Common Stock at March 28, 2024, the last trading day of VF’s fiscal 2024. Totals may not add up due to rounding. |

  218. PAYMENTS UPON TERMINATION DUE TO DEATH OR DISABILITY(1)

    | (2) These individuals were retirement eligible on March 30, 2024. Unearned LTIP awards are paid in full, reflect awards earned for actual performance through March 30, 2024 and assume target performance for 2023-2025 and 2024-2026. |

  219. PAYMENTS UPON TERMINATION WITHOUT CAUSE

    PAYMENTS UPON TERMINATION WITHOUT CAUSE In the event of a termination by VF without “cause”, (i) under the Stock Plan, the executive’s stock options would continue to vest and be exercisable until the end of the period of the executive’s receipt of installments of severance pay, if any, from VF, and (ii) under the Long-Term Incentive Plan, if the executive has been an active participant for at least 12 months in a performance cycle, the executive would be eligible to receive a pro rata portion of the total number of PRSUs the executive is deemed to have earned based on performance in the completed portion of the performance cycle, with the pro rata portion determined as of the earlier of (a) the date of the last severance payment, if any, and (b) the last day of the performance period. In October 2023, the Committee approved a Severance Plan for Section 16 Officers (the “Severance Plan”). All US-based NEOs, except for Mr. Darrell, would be eligible for severance benefits under this Severance Plan upon involuntary termination without cause. The Severance Plan provides the following benefits: (i) a cash severance benefit equal to two times annual base salary; (ii) reimbursement for the cost of Consolidated Omnibus Budget Reconciliation Act (“COBRA”) premiums in excess of the employee’s active employee rate for himself/herself and his/her dependents on the termination date, for the shorter of (x) the severance payment period and (y) the COBRA continuation period, provided, however, that no reimbursement will be made at any time that the employee is no longer eligible for COBRA continuation coverage; and (iii) outplacement services. Such severance benefits are subject to the employee’s execution of a release of claims and compliance with restrictive covenants. Mr. Darrell would be eligible for severance benefits under his offer letter as described above. Mr. Scabbia Guerrini would be eligible for severance benefits as described above pursuant to his 2006 employment agreement and Swiss law. On May 22, 2024, we announced that Mr. Puckett will depart VF effective July 8, 2024. His departure qualifies as an involuntary termination without cause pursuant to the Severance Plan, and Mr. Puckett will be eligible to receive severance benefits as described above pursuant to the Severance Plan. The treatment of Mr. Puckett’s outstanding equity awards following his departure from VF will be determined by the terms and conditions set forth in the applicable award agreements. On June 3, 2024, we announced that Ms. Otto would depart from VF effective as of June 14, 2024. Ms. Otto’s departure qualifies as an involuntary termination without cause, and she will receive payments and benefits pursuant to the Severance Plan. The treatment of Ms. Otto’s outstanding equity awards following her departure from VF will be determined by the terms and conditions set forth in the applicable award agreements.

  220. PAYMENTS UPON TERMINATION FOR CAUSE OR RESIGNATION

    PAYMENTS UPON TERMINATION FOR CAUSE OR RESIGNATION In the event of a termination for “cause” or resignation not qualifying as retirement, each named executive officer would receive no additional compensation.

  221. PAYMENTS UPON TERMINATION FOR CAUSE OR RESIGNATION

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  222. CEO Pay Ratio

    CEO Pay Ratio VF Corporation is a global leader in branded lifestyle apparel, footwear and accessories, engaging in the design, procurement, marketing, and distribution of branded products in the Americas, Europe, and the Asia Pacific. During our last completed fiscal year, we determined that there has been no change in our employee population or employee compensation programs that would significantly impact our CEO pay ratio disclosure. However, the median employee we used for our fiscal 2023 calculation no longer works in the same capacity. As it was no longer possible to use the fiscal 2023 median employee, we determined a new median employee whose compensation was substantially similar to the compensation of the original median employee identified for fiscal 2022, based on the methodology used to select the original median employee as disclosed in our fiscal 2022 proxy statement. Our CEO pay ratio for fiscal 2024 is a reasonable estimate calculated in compliance with the requirements of Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K. Our median employee is a part-time, U.S.-based retail associate whose annual total compensation for fiscal 2024 was $31,380, calculated in accordance with the requirements of the Summary Compensation Table. As we had multiple CEOs serving during fiscal 2024, in compliance with SEC requirements, we selected the CEO serving in the position on the date we selected to identify the median employee (February 1, 2024). Mr. Darrell’s annual total compensation, as reported in the Summary Compensation Table, was $13,535,399. Mr. Darrell’s employment commenced July 17, 2023. Therefore, in accordance with applicable SEC rules, we annualized his salary and added it to the other components of his pay disclosed in the Summary Compensation Table, to arrive at a value of $13,915,454. We used this value for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. Based on the above, our CEO to Median Employee Pay Ratio is 443:1.

  223. CEO Pay Ratio

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  224. Pay Versus Performance

    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 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.

  225. Pay Versus Performance

    | | | | | | | | | | 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) | 1-YEAR RTSR PERCENTILE RANK (8) | | 2024 | $13,535,399 | $9,552,700 | $1,971,941 | $1,155,850 | N/A | N/A | $4,630,927 | $3,345,820 | $30.81 | $128.20 | $(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 | 44.13 | 131.21 | 118.59 | 0th percentile | | 2022 | N/A | N//A | N/A | N/A | 15,423,153 | 3,060,425 | 5,284,304 | 988,855 | 103.36 | 166.43 | 1,386.94 | 12th percentile | | 2021 | N/A | N//A | N/A | N/A | 15,782,405 | 24,664,101 | 4,244,022 | 6,511,273 | 141.12 | 197.11 | 407.9 | 5th percentile |

  226. Pay Versus Performance

    | (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 Chief Executive Officer effective July 17, 2023. Mr. Dorer served as our Interim President and Chief Executive Officer from December 2, 2022 to July 16, 2023. Mr. Rendle retired as our Chair, President and Chief Executive Officer effective December 2, 2022. |

  227. Pay Versus Performance

    | (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: |

  228. Pay Versus Performance

    | YEAR | 2024 | | PEO | Mr. Darrell | | SCT Total compensation ($) | 13,535,399 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (12,476,564) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 8,493,865 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 0 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 0 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | 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 ($) | 9,552,700 |

  229. Pay Versus Performance

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  230. Pay Versus Performance

    | YEAR | 2023 | 2024 | | Interim PEO | Mr. Dorer | Mr. Dorer | | SCT Total compensation ($) | 3,037,566 | 1,971,941 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (2,000,001) | (660,766) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 1,614,491 | 59,068 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 0 | 0 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 72,966 | (214,393) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | 0 | 0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | 0 | 0 | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 0 | 0 | | Compensation Actually Paid ($) | 2,725,023 | 1,155,850 |

  231. Pay Versus Performance

    | 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) | | 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) |

  232. Pay Versus Performance

    | (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. Darrell, who was appointed our PEO effective July 2023, Mr. Dorer, who served as our Interim PEO from December 2022 to July 2023, 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 2024, Messrs. Puckett, Bailey, Scabbia Guerrini, and Hyder and Ms. Otto; (ii) for 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (iii) for 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; and (iv) for 2021, Messrs. Roe, Bailey, Scabbia Guerrini and Murray. |

  233. Pay Versus Performance

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  234. Pay Versus Performance

    | (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 each year to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in each applicable year: |

  235. Pay Versus Performance

    | YEAR | 2021 | 2022 | 2023 | 2024 | | Non-PEO NEOs | See Note 3 | See Note 3 | See Note 3 | See Note 3 | | SCT Total compensation ($) | 4,244,022 | 5,284,304 | 4,588,662 | 4,630,927 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (2,497,550) | (2,392,914) | (3,685,245) | (3,844,006) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 3,928,710 | 1,472,971 | 1,604,972 | 3,275,505 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 470,980 | (1,518,935) | (1,401,368) | (637,645) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 505,663 | (306,952) | (678,904) | (78,721) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | 0 | 0 | 0 | 0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | (171,446) | (1,575,183) | (33,116) | (31,426) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 30,895 | 25,564 | 33,116 | 31,186 | | Compensation Actually Paid ($) | 6,511,273 | 988,855 | 428,117 | 3,345,820 |

  236. Pay Versus Performance

    | (5) For the relevant year, represents the cumulative total shareholder return (“TSR”) of VF for the 52-week measurement periods ended on March 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |

  237. Pay Versus Performance

    | (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 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |

  238. Pay Versus Performance

    | (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 30, 2024, April 1, 2023, April 2, 2022 and April 3, 2021. |

  239. Pay Versus Performance

    | (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. |

  240. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE As described in more detail in the Compensation Discussion and Analysis above, the fundamental philosophy of our executive compensation programs is to pay for performance, through the alignment of our executives’ pay to the achievement of overall short- and long-term business strategies of VF. Our programs are designed to balance fixed and performance-based compensation components, and incentivize responsible achievement of multiple operating goals over one- and three-year periods.

  241. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

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  242. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

    In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs which illustrate the relationships over the past four years between CAP to our named executive officers and (i) our net income, (ii) our TSR and (iii) our rTSR. In addition, the second graph compares our TSR and our Peer Group TSR. Since a significant portion of the named executive officers’ compensation is comprised of equity awards (72% of Mr. Darrell’s target direct compensation and 60% of the average target direct compensation of our other named executive officers, excluding Mr. Dorer, for fiscal 2024, as described in more detail in the Compensation Discussion and Analysis section above), the CAP of our PEO and other named executive officers is higher when our stock price is higher, and lower when our stock price is lower, demonstrating the clear alignment of interests of our PEO and other named executive officers with those of our shareholders.

  243. ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE

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