DEF 14A of V F Corp, Jun 9, 2025

DEF 14A of V F Corp

Filed Jun 9, 2025 · FY20250001193125-25-137388

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 | 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: 68 | 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 2025 Proxy Statement | / | 3 |

  7. NOMINEES

    | COMMITTEES Audit, Governance and Corporate Responsibility FAVORITE OUTDOOR ACTIVITY | ALEXANDER K. CHO | AGE: 52 | 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, the global computing business of HP, Inc., a publicly traded global information technology company specializing in consumer and business technology solutions. • 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, digital and artificial intelligence strategies and 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 2025 Proxy Statement |

  9. NOMINEES

    | COMMITTEES Executive, Governance and Corporate Responsibility, Talent and Compensation (Chair) FAVORITE OUTDOOR ACTIVITY | JULIANA L. CHUGG | AGE: 57 | 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 • 2024 – Present: The Compass Group plc • 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 2025 Proxy Statement | / | 5 |

  11. NOMINEES

    | COMMITTEES Finance (ex officio) FAVORITE OUTDOOR ACTIVITY | BRACKEN DARRELL | AGE: 62 | 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 and corporate governance gained through his role as a public company CEO and his service on public company boards. | | |

  12. NOMINEES

    | 6 | / | VF Corporation 2025 Proxy Statement |

  13. NOMINEES

    | COMMITTEES Governance and Corporate Responsibility, Talent and Compensation FAVORITE OUTDOOR ACTIVITY | TREVOR A. EDWARDS | AGE: 62 | 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 2025 Proxy Statement | / | 7 |

  15. NOMINEES

    | COMMITTEES Governance and Corporate Responsibility, Talent and Compensation FAVORITE OUTDOOR ACTIVITY | MINDY F. GROSSMAN | AGE: 67 | 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 2025 Proxy Statement |

  17. NOMINEES

    | COMMITTEES Executive, Finance (Chair), Talent and Compensation FAVORITE OUTDOOR ACTIVITY | MARK S. HOPLAMAZIAN | AGE: 61 | 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 1,450 hotels and all-inclusive properties in more than 79 countries across six continents and has led Hyatt to achieve significant growth through multiple initiatives, including strategic M&A. • Overseeing and managing 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 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 2025 Proxy Statement | / | 9 |

  19. NOMINEES

    | COMMITTEES Finance, Talent and Compensation FAVORITE OUTDOOR ACTIVITY | LAURA W. LANG | AGE: 69 | 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 2025 Proxy Statement |

  21. NOMINEES

    | COMMITTEES Audit, Executive, Finance FAVORITE OUTDOOR ACTIVITY | CLARENCE OTIS, JR. | AGE: 69 | 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 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.) | | |

  22. NOMINEES

    | VF Corporation 2025 Proxy Statement | / | 11 |

  23. NOMINEES

    | COMMITTEES Audit (Chair), Executive, Finance FAVORITE OUTDOOR ACTIVITY | CAROL L. ROBERTS | AGE: 65 | 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 Audit 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. | | |

  24. NOMINEES

    | 12 | / | VF Corporation 2025 Proxy Statement |

  25. NOMINEES

    | COMMITTEES Executive, Governance and Corporate Responsibility (Chair), Talent and Compensation FAVORITE OUTDOOR ACTIVITY | MATTHEW J. SHATTOCK | AGE: 62 | 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 • 2025 – Present: Haleon plc • 2018 – Present: The Clorox Company (Lead Independent Director since January 2024 and Independent Chair from 2021 to 2023) Former Public Company Directorships • 2020 – 2025: Domino’s Pizza Group plc • 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. | | |

  26. NOMINEES

    | VF Corporation 2025 Proxy Statement | / | 13 |

  27. NOMINEES

    | COMMITTEES Audit, Governance and Corporate Responsibility FAVORITE OUTDOOR ACTIVITY MOUNTAIN BIKING | KIRK C. TANNER | AGE: 57 | 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 corporate responsibility efforts. | | |

  28. NOMINEES

    | 14 | / | VF Corporation 2025 Proxy Statement |

  29. 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.

  30. 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 | ● | ● | ● | | ● | | | | | ● | | |

  31. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | | Denotes public company CEO experience |

  32. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | VF Corporation 2025 Proxy Statement | / | 15 |

  33. 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 inclusive talent, including experience with employee health and safety, labor relations, work environment and culture, talent development, succession planning 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 responsibility 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, artificial intelligence, 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. |

  34. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

    | 16 | / | VF Corporation 2025 Proxy Statement |

  35. SUMMARY OF DIRECTOR NOMINEE SKILLS, ATTRIBUTES AND EXPERIENCE

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

  36. Board of Directors

    Board of Directors Eleven 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 eleven of VF’s twelve 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, 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 in the ordinary course of business. The Board, in making its determination as to Ms. Grossman’s independence, considered that she is a partner at The Consello Group, which is a provider of investor relations advisory services to VF 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 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 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.

  37. Board of Directors

    | VF Corporation 2025 Proxy Statement | / | 21 |

  38. Board of Directors

    During fiscal 2025, VF’s Board of Directors held nine 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 2025, and every member of the Board who was a Board member in July 2024 attended the Annual Meeting of Shareholders in July 2024.

  39. Directors’ Compensation

    | COMPENSATION ELEMENT | DIRECTOR COMPENSATION PROGRAM | | Annual Retainer | $100,000 | | Annual Equity Retainer | Approximately $180,000(1)(split approximately equally between options and DSUs) | | Chair of the Board Fee | $200,000 | | Talent and Compensation and Audit Committee Chair Fee | $35,000 | | Governance and Corporate Responsibility and Finance Committee Chair Fee | $25,000 | | Stock Ownership Guidelines | Stock ownership with a fair market value equal to five times the annual retainer(2) |

  40. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

  41. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | DIRECTOR | FEES EARNED OR PAID IN CASH(1) ($) | DSU AWARDS(2) ($) | OPTION AWARDS(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | Richard T. Carucci | $300,000 | $118,576 | $92,010 | $-0- | $510,586 | | Alexander K. Cho | 100,000 | 118,576 | 92,010 | -0- | 310,586 | | Juliana L. Chugg | 135,000 | 118,576 | 92,010 | -0- | 345,586 | | Trevor A. Edwards | 100,000 | 118,576 | 92,010 | -0- | 310,586 | | Mindy F. Grossman | 75,000 | 106,279 | 104,186 | -0- | 285,465 | | Mark S. Hoplamazian | 112,500 | 118,576 | 92,010 | -0- | 323,086 | | Laura W. Lang | 100,000 | 118,576 | 92,010 | -0- | 310,586 | | W. Rodney McMullen(5) | 135,000 | 118,576 | 92,010 | -0- | 345,586 | | Clarence Otis, Jr. | 100,000 | 118,576 | 92,010 | -0- | 310,586 | | Carol L. Roberts | 112,500 | 118,576 | 92,010 | -0- | 323,086 | | Matthew J. Shattock | 118,750 | 118,576 | 92,010 | -0- | 329,336 | | Kirk C. Tanner | 75,000 | 106,279 | 104,186 | -0- | 285,465 | | Caroline Brown(6) | 29,121 | -0- | -0- | -0- | 29,121 | | Benno Dorer(7) | 56,250 | 118,576 | 92,010 | 10,000 | 276,836 |

  42. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (1) Messrs. Carucci, Cho, Hoplamazian, McMullen, and Shattock elected to defer all of their cash compensation in calendar year 2024. Messrs. Carucci, Hoplamazian, McMullen (for the period prior to his resignation as further described in footnote 5), and Shattock elected to defer all their cash compensation in calendar year 2025. |

  43. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (2) Each director serving in fiscal 2025 other than Ms. Grossman, Mr. Tanner and Ms. Brown was awarded 7,288 DSUs on May 28, 2024. Ms. Grossman and Mr. Tanner were each awarded 6,108 DSUs on August 9, 2024. The value in this column is the grant date fair value ($16.27 and $17.40 per DSU for the DSUs awarded on May 28, 2024, and August 9, 2024, respectively) computed in accordance with FASB ASC Topic 718. Because DSUs granted on May 28, 2024 were granted contingent upon shareholder approval of the 1996 Plan at the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) held on July 23, 2024, the grant date fair value for such DSUs is computed as of that date. The assumptions used and the resulting weighted average value of DSUs granted during fiscal 2025 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 29, 2025. These DSUs, which are vested and non-forfeitable at grant, remained outstanding on March 29, 2025, and at that date each non-employee director granted DSUs in fiscal 2025 held a total of 7,288 DSUs other than Ms. Grossman and Mr. Tanner, each of whom held a total of 6,108 DSUs. DSUs earn dividend equivalents and are settled in shares of VF Common Stock one year after the date of grant, unless a director has elected to defer receipt of shares of VF Common Stock that may be settled with respect to DSUs. Messrs. Carucci, Cho, Edwards, Hoplamazian, McMullen, and Shattock and Mses. Chugg, Lang, and Roberts elected to defer their DSUs granted in calendar year 2024. Messrs. Carucci, Edwards, Hoplamazian, McMullen (for the period prior to his resignation as further described in footnote 5), and Shattock and Ms. Lang elected to defer their DSUs to be granted in calendar year 2025. |

  44. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (3) Each director serving in fiscal 2025 other than Ms. Grossman, Mr. Tanner and Ms. Brown was awarded options to purchase 18,256 shares of VF Common Stock on May 28, 2024. Ms. Grossman and Mr. Tanner were each awarded options to purchase 15,299 shares of VF Common Stock on August 9, 2024. The exercise price of the options is $12.35 per share with respect to the options awarded on May 28, 2024 and $17.40 with respect to the options awarded on August 9, 2024. The value in this column is the grant date fair value ($5.04 and $6.81 per option for the options awarded on May 28, 2024 and August 9, 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 2025 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 29, 2025. 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 2025 for each non-employee director as follows: Richard T. Carucci, 75,923; Alexander K. Cho, 39,392; Juliana L. Chugg, 75,923; Trevor A. Edwards, 25,195; Mindy F. Grossman, 15,299; Mark S. Hoplamazian, 75,923; Laura W. Lang, 75,923; W. Rodney McMullen, 75,923; Clarence Otis, Jr., 75,923; Carol L. Roberts, 69,643; Matthew J. Shattock, 75,923; and Kirk C. Tanner, 15,299. |

  45. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (4) The amount in this column reflects a charitable contribution made by VF in Mr. Dorer’s name to a designated charitable organization upon Mr. Dorer’s retirement. |

  46. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (5) Mr. McMullen resigned from the Board effective March 26, 2025 in accordance with our Corporate Governance Principles due to a substantial change in his principal occupation. |

  47. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (6) Ms. Brown was elected to the Board effective February 14, 2024. She resigned from the Board effective May 29, 2024, due to her acceptance of employment with VF and, accordingly, her compensation is for a portion of the year. |

  48. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | (7) Mr. Dorer served as Interim President and Chief Executive Officer from December 2, 2022 to July 16, 2023, during which time he received no additional compensation for service on the Board and attendance at meetings of the Board or any of its committees. Following the appointment of Mr. Darrell as VF’s Chief Executive Officer on July 17, 2023, Mr. Dorer became eligible for non-employee director compensation as described above. Mr. Dorer did not stand for re-election at the 2024 Annual Meeting and, accordingly, his compensation is for a portion of the year. |

  49. FISCAL 2025 INDEPENDENT DIRECTOR COMPENSATION

    | VF Corporation 2025 Proxy Statement | / | 29 |

  50. Compensation Program Highlights

    | BASE SALARY | The Committee reviewed and approved base salaries of our NEOs. See additional details in the section Fiscal 2025 Base Salary Decisions. | | ANNUAL INCENTIVE PLAN (AIP) | The AIP achievement based on performance metrics (Total Revenue and Operating Income) was 118.4% of target. | | | See additional details in the section Fiscal 2025 Annual Incentive Plan Performance and Payouts. | | PERFORMANCE-BASED RESTRICTED STOCK UNITS (PRSUs) | The PRSUs for fiscal 2023-2025 performed below the minimum of pre-established financial thresholds and resulted in no payout. See additional details in the section Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period). |

  51. 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 • The at-risk components of total compensation targets are annual cash compensation 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 in “Role of Peer Group and Benchmarking”) are considered when establishing target total direct compensation for each NEO |

  52. 2024 Say-on-Pay Results and 2025 Shareholder Engagement

    2024 Say-on-Pay Results and 2025 Shareholder Engagement At our 2024 Annual Meeting, the advisory say-on-pay proposal received approximately 94% support of the votes cast. Following the 2024 Annual Meeting, we conducted a director-driven extensive shareholder engagement effort, paying particular attention to investors’ feedback regarding our executive compensation program, the alignment between pay and performance and our incentive compensation metrics. We invited our top shareholders, representing over 77% of our outstanding share ownership and including our top 13 shareholders, to engage and share their perspectives with us. Our engagement team, comprised of our Chair of the Board, Chair of the Committee and management representatives from our legal, investor relations, and human resources teams, met with 11 shareholders representing over 61% of our outstanding shares. Our Chair of the Board or Chair of the Committee participated in nearly all of those meetings. We also met with representatives from Glass Lewis to gain their perspective on matters highlighted in their proxy benchmark policies, including executive compensation and stock plan topics. In our engagement meetings, we discussed with our shareholders, among other topics, our executive compensation program design, pay and performance alignment, incentive compensation metrics, strategic objectives under the AIP and PRSUs, and the use of special equity awards. A majority of shareholders we met with were generally supportive of our approach to executive compensation and noted favorably our thoughtful and simplified compensation structure (described in further details below), our pay for performance philosophy, and our long-term incentives being substantially performance based. While shareholders had diverse and sometimes opposing views on various aspects of our executive compensation program, below is a summary of the key feedback themes we heard and the Committee’s response:

  53. Components of our Compensation Programs

    | Type | Component | Terms | Objective | Performance/ Vesting Period | | Fixed Compensation | Annual Base Salary – Cash | • Fixed pay reflective of an executive’s role, responsibilities and individual performance • Reviewed annually | • Competitively compensate executives for their level of responsibility, skills, experience and sustained individual contribution | N/A | | Performance- Based Compensation | AIP – Cash | • Variable, performance-based cash compensation earned based on achieving pre-established short-term goals for each designated performance period • Annual payouts range from 0% to 200% of the targeted incentive opportunity | • Link compensation to annual operating and strategic performance objectives | Two Six-Month Periods | | | Long-term Equity Incentive Awards – PRSUs – Weighted 50% of Total Long-Term Equity Incentives | • Variable, performance-based equity compensation earned based on achieving pre-established financial goals and relative TSR over a three-year performance period • Payouts range from 0% to 200% of the targeted incentive opportunity based on financial performance (further modified by -25%/0%/+25% based on the relative TSR modifier) • Generally vest at the end of the three-year performance period • Dividend equivalent units accumulate during the vesting period and are only paid on earned shares • Paid in shares of VF Common Stock upon vesting | • Link rewards to long-term operating performance and relative TSR • Link rewards to shareholder value creation through stock price growth • Aid in retention | Three Years | | | Long-term Equity Incentive Awards – Stock Options – Weighted 50% of Total Long-Term Equity Incentives | • Generally vest one third each year for three years, with each vesting occurring on the anniversary of the grant date • Expire after ten years • Granted at fair market value | • Link rewards to shareholder value creation through stock price growth over an extended period • Aid in retention | Up to Ten Years |

  54. Role of Talent and Compensation Committee

    Role of Talent and Compensation Committee The Committee is composed entirely of independent directors and it oversees and administers our executive compensation programs in accordance with its charter. The Committee annually reviews and approves our executive compensation program, policies and practices, sets the peer group companies and sets the compensation (including base salary, short-term and long-term incentives) for our NEOs. In setting these elements of compensation, the Committee reviews the total target compensation for our NEOs and considers market and peer practices and annually reviews the performance of the CEO and reviews the evaluations of the other NEOs. The Committee approves short-term and long-term incentive award payouts based on performance achieved relative to the pre-established performance goals. The Committee considers the results of the annual advisory “say-on-pay” proposal, along with feedback from related engagement, and reviews NEO tally sheets, in connection with the discharge of the Committee’s responsibilities.

  55. Role of Compensation Consultant

    Role of Compensation Consultant The Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its independent compensation consultant for fiscal 2025. 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. The Committee directed Meridian to independently prepare an analysis of compensation data relating to all NEOs, to advise 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. Meridian also assisted the Committee with a variety of other items, including an analysis on share usage, dilution and overhang of our equity incentive plan, reviewing the peer group and reviewing our compensation risk analysis. A representative of Meridian also attended all meetings and executive sessions of the Committee in fiscal 2025.

  56. Role of Peer Group and Benchmarking

    Role of Peer Group and Benchmarking The Committee regularly reviews and determines the composition of our peer group. The peer group is used to generate competitive pay data to support the Committee’s review of senior executives’ compensation. To determine the peer group, the Committee primarily identifies companies based on various financial and other measures, such as industry, revenue, market capitalization, multi-brand portfolio, similarity in products and/or customers and consumers, and who we compete with for top talent. The Committee reviewed the composition of the fiscal 2024 peer group and determined to make no changes to the peer group for fiscal 2025 (the “Peer Group”). The Peer Group constituent companies are grouped into the following business types:

  57. Role of Peer Group and Benchmarking

    | Apparel/Footwear | Consumer Products | Vertical Retailers | Large Format Retailer | | • Adidas AG • Levi Strauss & Company • Nike, Inc. • PVH Corporation • Ralph Lauren Corporation • Under Armour, Inc. | • Colgate-Palmolive Company • Estee Lauder Companies, Inc. • Kimberly-Clark Corporation • Starbucks Corporation | • Capri Holdings Ltd. • lululemon athletica Inc. • Tapestry, Inc. • The Gap, Inc. | • Nordstrom, Inc. |

  58. Role of Peer Group and Benchmarking

    The Committee sets target total direct compensation (base salary, target AIP awards and target annual long-term equity incentive award values) for senior executives generally around the median of the Peer Group data. Positioning total compensation near median is intended to retain top talent at a reasonable cost to VF as indicated by the available data. 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. The Committee’s consultant and management each independently utilized the Peer Group data to assist in establishing compensation targets for fiscal 2025.

  59. Role of Peer Group and Benchmarking

    | • | 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 2024. |

  60. Role of Peer Group and Benchmarking

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

  61. Role of Peer Group and Benchmarking

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

  62. Role of Peer Group and Benchmarking

    | VF Corporation 2025 Proxy Statement | / | 39 |

  63. Target Total Direct Compensation and Compensation Mix

    | | | AIP Target | | LTI Target | Total Direct Compensation | At-Risk Compensation | | Executive | Base Salary | % of Base Salary | Amount | | | | | Bracken Darrell | $1,300,000 | 175% | $2,275,000 | $9,000,000 | $12,575,000 | 90% | | Paul Vogel(1) | $825,000 | 110% | $907,500 | $3,000,000 | $4,732,500 | 82% | | Martino Scabbia Guerrini(2) | $935,859 | 110% | $1,029,445 | $4,000,000 | $5,965,304 | 84% | | Brent Hyder(3) | $700,000 | 110% | $770,000 | $2,000,000 | $3,470,000 | 80% | | Jennifer Sim | $563,000 | 85% | $478,550 | $1,200,000 | $2,241,550 | 75% |

  64. Target Total Direct Compensation and Compensation Mix

    | (3) The Committee approved an increase to Mr. Hyder’s fiscal 2025 AIP target as a percentage of annual base salary from 100% to 110% to incentivize him for his continued leadership of the Reinvent transformation program to drive profitability and effectiveness, and to align his AIP target with selected senior leaders. |

  65. Base Salary

    Base Salary Base salary is intended to be targeted around median salary levels for equivalent executive positions at companies in the compensation Peer Group (as described above in “Role of Peer Group and Benchmarking”). 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 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 the full Board.

  66. Annual Incentive Plan

    Annual Incentive Plan VF maintains the AIP as a cash incentive plan for the NEOs. The AIP focuses executive attention on full fiscal year 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 above 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 AIP targets from fiscal 2024 to fiscal 2025 for the continuing NEOs, as well as the fiscal 2025 payout range, are set forth below.

  67. Annual Incentive Plan

    | Executive | FY2024 AIP Target As % of Annual Base Salary | FY2025 AIP Target As % of Annual Base Salary(1) | FY2025 AIP Payout % Opportunity (% of Target) | | Bracken Darrell | 175% | 175% | 0 – 200% | | Paul Vogel(2) | n/a | 110% | 0 – 200% | | Martino Scabbia Guerrini | 110% | 110% | 0 – 200% | | Brent Hyder(3) | 100% | 110% | 0 – 200% | | Jennifer Sim(4) | n/a | 85% | 0 – 200% |

  68. Annual Incentive Plan

    | (1) The target award amounts are set forth in the 2025 Grants of Plan-Based Awards table below. |

  69. Annual Incentive Plan

    | (2) Mr. Vogel’s AIP target was effective July 8, 2024 in connection with his appointment as Executive Vice President and Chief Financial Officer. |

  70. Annual Incentive Plan

    | (3) The Committee approved an increase to Mr. Hyder’s fiscal 2025 AIP target as a percentage of annual base salary from 100% to 110% to incentivize him for his continued leadership of the Reinvent transformation program to drive profitability and effectiveness, and to align his AIP target with selected senior leaders. |

  71. Annual Incentive Plan

    | (4) Ms. Sim was not a NEO for the year ended March 30, 2024. |

  72. Fiscal 2025 Annual Incentive Plan Decisions

    Fiscal 2025 Annual Incentive Plan Decisions Under the AIP, performance goals are set each year by the Committee. The fiscal 2025 performance goal setting process was influenced by events occurring during fiscal 2024, which was a year of substantial transition. During fiscal 2024 we introduced Reinvent, a transformation program to enhance focus on brand-building and to improve operating performance, including four key priorities: strengthen the balance sheet, reduce costs, change the operating model, including the establishment of an Americas regional platform, and deliver the Vans® turnaround. We continued to pursue opportunities to simplify and streamline our processes and invest in the business to drive brand heat and accelerate a return to sustainable and profitable growth. Throughout the course of fiscal 2025, we continued to execute our broader turnaround plans, making progress on our four initial priorities as part of the Reinvent transformation program and taking action on the outcome of the strategic portfolio review. In addition, we continued the reset of the

  73. Fiscal 2025 Annual Incentive Plan Decisions

    | VF Corporation 2025 Proxy Statement | / | 41 |

  74. Fiscal 2025 Annual Incentive Plan Decisions

    leadership team, including the appointments of the CFO and the brand presidents for The North Face®, Vans® and Dickies®. As a result of VF going through a transformative period involving significant changes across the entire business, the Committee approved fiscal 2025 AIP performance goals set over two separate, consecutive six-month performance periods. Following multiple Committee discussions and consideration of AIP approaches by companies in VF’s industry, the Committee determined the two performance period format to be appropriate at this time to support retention throughout the organization after several consecutive years of zero to low annual payouts and during a unique period of rapid business transformation. The first half (the first and second fiscal quarters of fiscal 2025) was weighted 40% and the second half (the third and fourth fiscal quarters of fiscal 2025) was weighted 60%, in order to emphasize the importance of holiday sales performance to VF’s business. Those goals were set to be rigorous, yet achievable, and were based on known information at the time goals were established to focus our continuing NEOs on our key initiatives. The Committee aligned the performance goals for all continuing NEOs based on VF Enterprise Goals. For our NEOs, any AIP award earned for the first half and the second half was paid in one lump sum after the end of the second half and following the Committee’s approval of the performance achievement for the first half and the second half. The Committee chose the following equally weighted absolute AIP goals as the most impactful drivers of VF’s return to sustainable and profitable growth:

  75. Fiscal 2025 Annual Incentive Plan Decisions

    | VF Enterprise Goal | Explanation | Rationale | | Total Revenue(1) | Measures VF’s total revenue performance against absolute targets set in relation to VF’s fiscal 2025 financial plan | Key measure of top line growth | | Operating Income(2) | Measures profit from business operations | Indicates profitability of the company |

  76. Fiscal 2025 Annual Incentive Plan Decisions

    | (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 2025 financial plan at the time the Committee set the targets. |

  77. Fiscal 2025 Annual Incentive Plan Decisions

    | (2) Operating Income is based on VF’s continuing operations and reflects the impact of non-GAAP adjustments, which during fiscal 2025 include (i) a noncash goodwill impairment charge related to the Icebreaker reporting unit and an impairment charge related to the Dickies indefinite-lived trademark intangible asset, (ii) costs related to Reinvent, VF’s transformation program, including restructuring charges and project-related costs related primarily to severance and employee-related benefits and expenses related to the engagement of a consulting firm to support VF’s transformation journey, 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 2025 financial plan at the time the Committee set the targets. |

  78. Fiscal 2025 Annual Incentive Plan Decisions

    Each component of the VF Enterprise Goals:

  79. Fiscal 2025 Annual Incentive Plan Decisions

    | (1) excludes 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, |

  80. Fiscal 2025 Annual Incentive Plan Decisions

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

  81. Fiscal 2025 Annual Incentive Plan Decisions

    | (3) uses the Company’s long-standing methodology, excludes any difference between actual foreign exchange rates and the foreign exchange rates used in VF’s fiscal 2025 financial plan at the time the Committee set the targets. |

  82. Fiscal 2025 Annual Incentive Plan Decisions

    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. In May 2024 and in October 2024, the Committee set VF Enterprise Goals for the first half and the second half of fiscal 2025, respectively, for the NEOs. The performance goals were set in alignment with VF’s strategy to build momentum, fuel the business turnaround and deliver improved profitability with the ultimate goal of sustainable, long-term returns and value creation for VF’s shareholders amidst the shorter-term reality of continuing global industry disruptions and geopolitical volatility. The actual payout is determined as follows:

  83. Fiscal 2025 Annual Incentive Plan Decisions

    | 42 | / | VF Corporation 2025 Proxy Statement |

  84. Fiscal 2025 Annual Incentive Plan Performance and Payouts

    Fiscal 2025 Annual Incentive Plan Performance and Payouts In determining the payout for fiscal 2025 performance, the Committee considered achievement against the pre-set VF Enterprise Goals, applicable to all NEOs as described above and determined to fund payout for fiscal 2025 performance at 118.4%. The following chart provides a summary of performance against each VF Enterprise Goal:

  85. Fiscal 2025 Annual Incentive Plan Performance and Payouts

    | VF Enterprise Goal | Weighting | Threshold 25% | 95% | Target 100% | 105% | Maximum 200% | Performance | Achievement (0% - 200%) | Payout (0% - 200%) | | Total Revenue 1st Half | 50% | $3,836.3M | $4,062.0M | $4,513.3M | $4,964.7M | $5,270.9M | $4,506.9M | 99.9% | 50.0% | | Operating Income 1st Half | 50% | $99.4M | $119.3M | $132.5M | $139.1M | $166.1M | $192.8M | 200.0% | 100.0% | | 1st Half Payout (Weighted 40%) | | | | | | | | | 150.0% | | VF Enterprise Goal | Weighting | Threshold 25% | 95% | Target 100% | 105% | Maximum 200% | Performance | Achievement (0% - 200%) | Payout (0% - 200%) | | Total Revenue 2nd Half | 50% | $4,494.9M | $4,759.3M | $5,288.1M | $5,816.9M | $6,175.8M | $5,021.2M | 97.5% | 48.7% | | Operating Income 2nd Half | 50% | $286.0M | $343.1M | $381.3M | $400.3M | $478.0M | $360.1M | 97.2% | 48.6% | | 2nd Half Payout (Weighted 60%) | | | | | | | | | 97.4% | | Total Payout (1st Half Payout x 40%) + (2nd Half Payout x 60%) | | | | | | | | | 118.4% |

  86. Fiscal 2025 Annual Incentive Plan Performance and Payouts

    The earned AIP award is shown in the table below. The performance results for the first half (the first and second fiscal quarters of fiscal 2025) performance period was 150%, and was weighted 40%. The performance results for the second half (the third and fourth fiscal quarters of fiscal 2025) performance period was 97.4%, and was weighted 60%. The calculated total payout for the full year period is 118.4%, reflecting revenue performance for fiscal 2025 in line with our expectations, and operating income for fiscal 2025 exceeding our expectations. The fiscal 2025 AIP payout followed two consecutive years of no AIP payouts to our executives due to lack of achievement of pre-set financial goals. We believe that the fiscal 2025 VF Enterprise Goals focused our continuing NEOs on key initiatives to begin to deliver sequential improvement in profitability and operating performance and reflected improved forecasting across the VF business in fiscal 2025. The payments made to the NEOs under the AIP are set forth in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table below.

  87. Fiscal 2025 Annual Incentive Plan Performance and Payouts

    | Executive | Annual Base Salary | AIP Target As % of Annual Base Salary | AIP Target Amount | Total Payout % | AIP Award | | Bracken Darrell | $1,300,000 | 175% | $2,275,000 | 118.4% | $2,693,600 | | Paul Vogel(1) | $603,493 | 110% | $663,842 | 118.4% | $785,989 | | Martino Scabbia Guerrini(2) | CHF 830,000 | 110% | CHF 913,000 | 196.1% | CHF 1,790,393 | | Brent Hyder | $700,000 | 110% | $770,000 | 118.4% | $911,680 | | Jennifer Sim | $563,000 | 85% | $478,550 | 118.4% | $566,603 |

  88. Fiscal 2025 Annual Incentive Plan Performance and Payouts

    | (1) Mr. Vogel’s fiscal 2025 earned AIP amount was calculated on a pro-rata basis as of his hire date. |

  89. Fiscal 2025 Annual Incentive Plan Performance and Payouts

    | (2) The Committee exercised its discretion to increase the payout for Mr. Scabbia Guerrini under the fiscal 2025 AIP from 118.4% to 196.1%. The Committee reviewed the calculated payout and determined to award Mr. Scabbia Guerrini with an additional CHF 709,401, an amount determined to be appropriate and in line with the exceptional performance he delivered as the project lead, assigned by the CEO, for the sale of the Supreme® brand business (“Supreme”) for an aggregate base purchase price of $1.5 billion in cash subject to customary adjustments. The increased payout is to recognize his project leadership, exceptional performance and pivotal role in the process from deal initiation to successful completion. The transaction was critical to support the key pillars of VF’s strategy, including VF’s commitment to strengthening the balance sheet and to further reduce debt and leverage to reach its optimal capital structure. Following the sale of Supreme, VF paid off its $1 billion term loan with proceeds from the sale and also repaid its $750 million April 2025 senior notes prior to the end of fiscal 2025, reducing VF’s debt and leverage levels. |

  90. Fiscal 2025 Annual Incentive Plan Performance and Payouts

    | VF Corporation 2025 Proxy Statement | / | 43 |

  91. Long-Term Incentives

    Long-Term Incentives Our long-term incentive awards made to our NEOs in fiscal 2025 generally consist of 50% PRSUs and 50% Stock Options, which aligns the interest of our NEOs with those of our shareholders. All our long-term incentives are awarded under the 1996 Stock Compensation Plan, as amended and restated (the “Stock Plan”), and VF’s 2004 Long-Term Incentive Plan (“LTIP”), a subplan under the Stock Plan.

  92. Performance-Based Restricted Stock Units

    Performance-Based Restricted Stock Units Executives are awarded PRSUs that give them the opportunity to earn shares of VF Common Stock for performance achieved over three-year performance periods. 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 (no dividend equivalents are paid on any portion of the PRSU award not earned). At the payout date, the cash value of dividend equivalents is converted into additional shares.

  93. Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period)

    Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period) In May 2022, the Committee established the following three-year performance measures for the PRSUs based on VF’s financial performance metrics as well as a relative performance metric to further align executive compensation with shareholder value creation.

  94. Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period)

    | FY2023-2025 Performance Measures | | | Three-Year Revenue Compound Annual Growth Rate (“CAGR”) | Weighted 50% | | Three-Year Gross Margin Percentage Expansion | Weighted 50% | | Three-Year Relative Total Shareholder Return (“rTSR”) Modifier(1) | -25%/0%/+25% |

  95. Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period)

    | (1) Measured against S&P 500 Consumer Discretionary Index companies |

  96. Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period)

    Payout under the fiscal 2023-2025 performance period is calculated as follows:

  97. Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period)

    | * 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. |

  98. Fiscal 2023-2025 Performance-Based Awards Performance and Payouts (Completed Performance Period)

    In May 2025, in determining the results for the fiscal 2023-2025 performance period, the Committee considered achievement against the three-year performance measures outlined above that were established in May 2022 for the performance period. Both measures performed below the minimum of pre-established financial thresholds, and VF’s TSR was below the 25th percentile of the S&P 500 Consumer Discretionary Index companies, resulting in no payout.

  99. FY2023-2025 Performance Results

    | Weighting | Threshold 25% | Target 100% | Maximum 200% | Achievement | Payout | | Performance | Modifier | Achievement | Payout | | Three-Year Revenue CAGR | | | | | | | TSR vs S&P 500 Consumer Discretionary Index | | | | | 50% | 2% | 7% | 12% | Below Threshold | 0% | | At or Above 75th Percentile | +25% | | | | Three-Year Gross Margin % Expansion | | | | | | | Between 75th Percentile and 25th Percentile | 0% | Below 25th Percentile | 0% | | 50% | 55.5% | 56.5% | 57.5% | Below Threshold | 0% | | At or Below 25(t)(h) Percentile | –25% | | | | No Payout | | | | | | | | | | |

  100. Fiscal 2024-2026 Performance Based Awards (Open Performance Period)

    | FY2024-2026 Performance Measures | | Rationale | | Three-Year Revenue CAGR | Weighted 50% | Metric that focuses on accelerated top-line growth and enhanced shareholder returns | | Three-Year Gross Margin Percentage Expansion | Weighted 50% | Metric used to measure revenue growth and equity of VF’s brands | | Three-Year rTSR Modifier(1) | -25%/0%/+25% | Metric used to focus on stock performance and strengthen alignment of interest of our NEOs and shareholders |

  101. Fiscal 2025-2027 Performance Based Awards Decisions (Open Performance Period)

    | FY2025-2027 Performance Measures | | Rationale | | Three One-Year Revenue Goals | Weighted 50% | Metric that focuses on top-line growth and enhanced shareholder returns | | Three One-Year Gross Margin Goals | Weighted 50% | Metric used to measure revenue growth and equity of VF’s brands | | Three-Year rTSR Modifier(1) | -25%/0%/+25% | Metric used to focus on stock performance and strengthen alignment of interest of our NEOs and shareholders |

  102. Stock Options

    Stock Options Stock options 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, subject to earlier expiration of the option term, and to the specific terms and definitions contained in the Stock Plan. Options granted prior to fiscal 2025 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 option was granted, as well as compliance with restrictive covenants in the event of retirement. Options granted in fiscal 2025 generally remain exercisable for the period of 3 months after termination in the case of involuntary termination of employment, and for 36 months after death, retirement or termination of employment due to disability, provided that the retirement requires that the employee was employed by VF until the 12-month anniversary of the grant date, 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.

  103. Retention and Special Awards

    Retention and Special Awards Retention awards of restricted stock or restricted stock units (“RSUs”) are made by the Committee from time to time 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 target total direct compensation. The Committee did not grant any retention awards in fiscal 2025. Special awards of restricted stock or RSUs are made by the Committee from time to time to attract key executives or to compensate for forfeited awards from prior employment. Special awards of restricted stock or RSUs are not part of regular annual compensation and are not treated as part of total direct compensation. To attract Mr. Vogel to join VF in a period of heightened competition for CFOs with significant business turnaround and transformation experience, the Committee approved a special sign-on equity award in the form of RSUs with an aggregate grant date fair value of $1,500,000, which will vest on the second anniversary of the grant date of such award, subject to his continued employment through the vesting date. The Committee determined the sizing of the sign-on equity award was reasonable based on competitive external Peer Group data and approved the two-year cliff vesting design to support the recruitment and retention of a new CFO during a critical moment in VF’s Reinvent transformation program which also took into account shareholder feedback received by the Chair of the Committee and management about the importance of appropriately designed special awards. The Committee is committed to using retention and special awards sparingly, and only after thoughtful consideration of the circumstances, including the condition of the labor market and availability of talent, criticality of the key employee to VF’s long-term strategy, 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.

  104. 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 continuing NEOs, 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 “Potential Payments Upon Change in Control, Retirement or Termination of Employment”.

  105. Change-in-Control Agreements

    | 48 | / | VF Corporation 2025 Proxy Statement |

  106. Change-in-Control Agreements

    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 Internal Revenue Code (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 RSUs, 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.

  107. 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 2025, VF did not award options to NEOs in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Current Report on Form 8-K that disclosed material non-public information, and ending one business day after the filing or furnishing of such report. Stock option grants to our employees, including our NEOs, and our directors are generally approved 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 second business day following the filing of a periodic report on Form 10-K or Form 10-Q with the SEC reporting VF’s quarterly financials and results of operations.

  108. Summary Compensation Table

    Summary Compensation Table The following table sets forth all compensation paid or awarded to our NEOs during fiscal year 2025 (“fiscal 2025”), fiscal year 2024 (“fiscal 2024”) and fiscal year 2023 (“fiscal 2023”). Totals may not add up due to rounding.

  109. Summary Compensation Table

    | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Bracken Darrell President and Chief Executive Officer | | | | | | | | | | 2025 | $1,300,000 | $-0- | $2,225,111 | $4,499,892 | $2,693,600 | $-0- | $11,296 | $10,729,899 | | 2024 | 919,945 | -0- | 6,456,280 | 6,020,284 | -0- | -0- | 138,890 | 13,535,399 | | Paul Vogel(7) Executive Vice President and Chief Financial Officer | | | | | | | | | | 2025 | 603,493 | -0- | 2,076,422 | 1,162,567 | 785,989 | -0- | 19,063 | 4,647,534 | | Martino Scabbia Guerrini(1) Executive Vice President, Chief Commercial Officer and President, Emerging Brands | | | | | | | | | | 2025 | 935,859 | -0- | 2,225,111 | 1,999,953 | 2,018,741 | 158,154 | 36,247 | 7,374,065 | | 2024 | 907,583 | -0- | 3,876,325 | 1,349,846 | -0- | 155,931 | 33,878 | 6,323,563 | | 2023 | 764,224 | -0- | 3,345,435 | 1,250,816 | 134,198 | 132,462 | 31,406 | 5,658,541 | | Brent Hyder Executive Vice President and Chief People Officer | | | | | | | | | | 2025 | 700,000 | -0- | 494,475 | 999,977 | 911,680 | -0- | 21,473 | 3,127,605 | | 2024 | 399,727 | -0- | 6,456,023 | 570,931 | -0- | -0- | 8,754 | 7,435,435 | | Jennifer Sim Executive Vice President, Chief Legal Officer and Corporate Secretary | | | | | | | | | | 2025 | 544,115 | -0- | 296,692 | 599,986 | 566,603 | -0- | 33,054 | 2,040,450 | | Matthew Puckett(8) Former Executive Vice President and Chief Financial Officer | | | | | | | | | | 2025 | 189,863 | -0- | -0- | -0- | -0- | 27,000 | 522,090 | 738,953 | | 2024 | 700,000 | -0- | 1,121,461 | 1,099,876 | -0- | 1,200 | 47,878 | 2,970,415 | | 2023 | 700,000 | -0- | 1,076,333 | 1,000,656 | -0- | -0- | 89,214 | 2,866,203 |

  110. 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 2023, 1.0469 U.S. dollars to the Swiss franc, in fiscal 2024, 1.1293 U.S. dollars to the Swiss franc and in fiscal 2025, 1.1275 U.S. dollars to the Swiss franc. |

  111. Summary Compensation Table

    | (2) The amounts shown for the RSUs in this column include the aggregate grant date fair value of the RSU 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 29, 2025. Awards of PRSUs for the three-year performance periods of 2023 through 2025, 2024 through 2026 and 2025 through 2027 were made to the NEOs in 2022, 2023 and 2024, respectively, under the LTIP generally described in footnote 3 to the 2025 Grants of Plan-Based Awards Table below. The grant date fair value of the PRSUs granted in fiscal 2025 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 rTSR. Because PRSUs granted in fiscal 2025 were granted contingent upon shareholder approval of the Stock Plan at the 2024 Annual Meeting (which approval was received on July 23, 2024), the grant date fair value is computed as of that date. In addition, because the PRSUs are considered granted when the performance goals are approved, and we approved performance goals in each of fiscal years 2025, 2024 and 2023, the PRSU values in this column include: (i) for fiscal 2025 – 33.33% of the fiscal 2025 PRSUs; (ii) for fiscal 2024, 100% of the fiscal 2024 PRSUs; and (iii) for fiscal 2023, 100% of the fiscal 2023 PRSUs. To calculate the grant date fair value of fiscal 2025 PRSUs, we (i) multiplied the closing share price of VF Common Stock on the date of the award ($16.27 for the PRSUs of all NEOs other than Mr. Vogel and $17.40 for Mr. Vogel’s PRSUs) by 33.33% of the target number of PRSUs to determine the portion of fair value based on the financial performance goal, and (ii) used a Monte Carlo simulated fair value to determine the portion of fair value based on rTSR ($2.05) per 33.33% of PRSUs at target. Assuming achievement of the financial performance goals at the maximum level, the grant date fair value of the PRSU awards granted in 2024 with respect to fiscal 2025 compensation would have been as follows: Mr. Darrell: $4,201,232; Mr. Vogel, $1,092,087; Mr. Scabbia Guerrini, $4,201,232; Mr. Hyder, $933,619; and Ms. Sim, $560,185 (these amounts include the rTSR 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. For a discussion of the performance goals applicable to the PRSU awards, as well as vesting, forfeiture and other terms, see the CD&A above. The amount for Mr. Vogel includes a special sign-on equity award of 86,207 RSUs, all of which will vest on August 9, 2026, subject to continued employment through such date. The fair value of the RSUs was calculated by multiplying the closing share price of VF Common Stock on the date of the award ($17.40) by the number of RSUs granted. Vesting, forfeiture and other terms of these awards are described in the CD&A above. |

  112. Summary Compensation Table

    | (3) 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 2025 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 2025 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 29, 2025. |

  113. Summary Compensation Table

    | VF Corporation 2025 Proxy Statement | / | 51 |

  114. Summary Compensation Table

    | (4) The amounts in this column represent cash awards earned under the AIP. The Committee exercised its discretion to increase Mr. Scabbia Guerrini’s AIP payout to $2,018,741, more details are described in the footnote 2 to the Fiscal 2025 Annual Incentive Plan Performance and Payouts in the CD&A. The general operation of the AIP in fiscal 2025 is described in footnote 2 to the 2025 Grants of Plan-Based Awards table below. |

  115. Summary Compensation Table

    | (5) The amounts reported in this column represent the aggregate change in the actuarial present value of the NEOs’ accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans) in fiscal 2025, fiscal 2024 and fiscal 2023. 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 2023, $0 is shown. Fiscal 2025 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 2025 of 1.1275 U.S. dollars to the Swiss franc. Messrs. Darrell, Vogel and Hyder and Ms. Sim do not participate in the defined benefit plans. See “Pension Benefits” below for a detailed discussion of VF’s pension benefits. |

  116. Summary Compensation Table

    | (6) For Ms. Sim, this amount includes VF’s matching contribution of $10,212 under the VF Executive Deferred Savings Plan. For Messrs. Hyder and Puckett and Ms. Sim, the amount also includes VF’s payment of the cost of financial planning services, for Mr. Scabbia Guerrini and Ms. Sim, the amount includes VF’s payment of the cost of an annual physical, and for Mr. Puckett, the amount includes VF’s payment of the cost of a computer. This amount also includes VF’s matching contribution under the VF 401k Plan as follows: Mr. Darrell, $10,350; Mr. Vogel, $19,063; Mr. Hyder, $16,255; Ms. Sim, $15,528; and Mr. Puckett, $6,074. For Mr. Puckett, 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 $606. For Mr. Scabbia Guerrini, this amount includes a transportation allowance of $6,765 and a representation allowance of $27,061. 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 2025 of 1.1275 U.S. dollars to the Swiss franc. For Mr. Hyder, this amount includes a technology allowance of $300. For Mr. Darrell, this amount includes $674 of expense paid in connection with his relocation and an associated tax gross-up of $272. With respect to Mr. Puckett, this amount includes a payout of accrued paid time off of $57 following his termination, severance payments in the amount of $510,137, and VF’s payment resulting from tax equalization of $529 and an associated tax gross-up of $13. |

  117. Summary Compensation Table

    | (7) Mr. Vogel was appointed Executive Vice President and Chief Financial Officer effective July 8, 2024. |

  118. Summary Compensation Table

    | (8) Mr. Puckett ceased to serve as Executive Vice President and Chief Financial Officer effective July 8, 2024. |

  119. Summary Compensation Table

    | 52 | / | VF Corporation 2025 Proxy Statement |

  120. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table sets forth all grants of plan-based awards made to our continuing NEOs during fiscal 2025. Mr. Puckett, former Executive Vice President and Chief Financial Officer, departed VF in July 2024, and did not receive any grant of plan-based awards in fiscal 2025. For further discussion regarding the grants, see the CD&A above.

  121. 2025 Grants of Plan-Based Awards

    | Executive | 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 (#) | | | | | | Bracken Darrell | | | | | | | | | | | | | | | 5/13/2024 | | $-0- | $2,275,000 | $4,550,000 | | | | | | | | | | 5/13/2024 | 7/23/2024 | | | | -0- | 121,458 | 273,281 | | | | $2,225,111(4) | | | 5/13/2024 | 5/28/2024 | | | | | | | | 912,757 | $12.35 | 4,499,892(5) | | Paul Vogel | | | | | | | | | | | | | | | 7/22/2024 | | -0- | 663,842 | 1,327,684 | | | | | | | | | | 7/22/2024 | 8/9/2024 | | | | -0- | 29,636 | 66,681 | | | | 576,420(4) | | | 7/22/2024 | 8/9/2024 | | | | | | | 86,207 | | | 1,500,002(6) | | | 7/22/2024 | 8/9/2024 | | | | | | | | 222,714 | 17.40 | 1,162,567(5) | | Martino Scabbia Guerrini | | | | | | | | | | | | | | | 5/13/2024 | | -0- | 1,029,445 | 2,058,890 | | | | | | | | | | 5/13/2024 | 7/23/2024 | | | | -0- | 121,458 | 273,281 | | | | 2,225,111(4) | | | 5/13/2024 | 5/28/2024 | | | | | | | | 405,670 | 12.35 | 1,999,953(5) | | Brent Hyder | | | | | | | | | | | | | | | 5/13/2024 | | -0- | 770,000 | 1,540,000 | | | | | | | | | | 5/13/2024 | 7/23/2024 | | | | -0- | 26,991 | 60,730 | | | | 494,475(4) | | | 5/13/2024 | 5/28/2024 | | | | | | | | 202,835 | 12.35 | 999,977(5) | | Jennifer Sim | | | | | | | | | | | | | | | 5/13/2024 | | -0- | 478,550 | 957,100 | | | | | | | | | | 5/13/2024 | 7/23/2024 | | | | -0- | 16,195 | 36,439 | | | | 296,692(4) | | | 5/13/2024 | 5/28/2024 | | | | | | | | 121,701 | 12.35 | 599,986(5) |

  122. 2025 Grants of Plan-Based Awards

    | (1) All equity awards are granted under the 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 closing market price of VF Common Stock on the date of grant. With respect to the options granted on May 28, 2024, the closing market price was $12.35. With respect to the options granted on August 9, 2024, the closing market price was $17.40. The Committee’s general policy under the Stock Plan is to fix the date of grant of the options, RSUs and PRSU awards as the second business day following the filing with the SEC of a periodic report on Form 10-K or Form 10-Q reporting VF’s quarterly financials and results of operations. The PRSU awards were granted contingent upon shareholder approval of the Stock Plan at the 2024 Annual Meeting, which approval was received on July 23, 2024. |

  123. 2025 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 CD&A. Depending upon the level of achievement of each of the specified performance goals, AIP awards could range from 0% to 200% of the target 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 2025 of 1.1275 U.S. dollars to the Swiss franc. |

  124. 2025 Grants of Plan-Based Awards

    | (3) The amounts in these columns represent the threshold, target and maximum PRSU awards that were treated as granted for accounting purposes in fiscal 2025 under the LTIP. These PRSUs were granted to the NEOs for the three-year performance period of fiscal 2025 through fiscal 2027. 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 TSR as compared to the TSR of S&P 600 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 CD&A above. |

  125. 2025 Grants of Plan-Based Awards

    | VF Corporation 2025 Proxy Statement | / | 53 |

  126. 2025 Grants of Plan-Based Awards

    | (4) The aggregate fair value of the PRSUs was computed in accordance with FASB ASC Topic 718. See footnote 2 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 29, 2025. |

  127. 2025 Grants of Plan-Based Awards

    | (5) 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 2025 table. The assumptions used and the resulting weighted average fair value of stock options granted during fiscal 2025 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 29, 2025. |

  128. 2025 Grants of Plan-Based Awards

    | (6) The amount in this column represents the grant date fair value of a special award granted to Mr. Vogel in connection with his appointment to Executive Vice President and Chief Financial Officer of 86,207 RSUs, which will vest on the second anniversary of the grant date of such award, subject to continued employment through such date. For further information on the award, see “Compensation Discussion & Analysis – Long Term Incentives – Retention and Special Awards” above. |

  129. Outstanding Equity Awards at Fiscal Year-End 2025

    Outstanding Equity Awards at Fiscal Year-End 2025 The following table sets forth information regarding the outstanding equity awards held by our NEOs as of March 29, 2025.

  130. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Option Awards(1) | | | | | Stock Awards | | | | | Executive | 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 (#)(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 | 262,208 | 524,414 | $19.42 | 8/3/2033 | | | | | | | 8/4/2023 | 131,104 | 131,104(6) | 19.42 | 8/3/2033 | 40,531(6) | $635,928 | -0-(4) | $-0- | | | 5/28/2024 | -0- | 912,757 | 12.35 | 5/27/2034 | | | -0-(5) | -0- | | Paul Vogel | | | | | | | | | | | | 8/9/2024 | -0- | 222,714 | 17.40 | 8/8/2034 | 87,428(7) | 1,371,742 | -0-(5) | -0- | | Martino Scabbia Guerrini | | | | | | | | | | | | 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 | 62,003 | -0- | 77.78 | 5/24/2031 | 14,517(8) | 227,774 | | | | | 5/24/2022 | 61,678 | 30,838 | 45.34 | 5/23/2032 | | | | | | | 3/6/2023 | | | | | 42,261(8) | 663,068 | | | | | 5/26/2023 | 78,663 | 157,324 | 17.95 | 5/25/2033 | | | -0-(4) | -0- | | | 11/2/2023 | | | | | 184,186(8) | 2,889,878 | | | | | 5/28/2024 | -0- | 405,670 | 12.35 | 5/27/2034 | | | -0-(5) | -0- | | Brent Hyder | | | | | | | | | | | | 11/2/2023 | 33,213 | 66,426 | 14.01 | 11/1/2033 | 442,047(9) | 6,935,713 | -0-(4) | -0- | | | 5/28/2024 | -0- | 202,835 | 12.35 | 5/27/2034 | | | -0-(5) | -0- |

  131. Outstanding Equity Awards at Fiscal Year-End 2025

    | 54 | / | VF Corporation 2025 Proxy Statement |

  132. Outstanding Equity Awards at Fiscal Year-End 2025

    | | Option Awards(1) | | | | | Stock Awards | | | | | Executive | 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 (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($)(3) | | Jennifer Sim | | | | | | | | | | | | 2/22/2017 | 1,364 | -0- | 49.66 | 2/21/2027 | | | | | | | 2/21/2018 | 2,163 | -0- | 69.47 | 2/20/2028 | | | | | | | 5/24/2019 | 7,776 | -0- | 84.23 | 5/23/2029 | | | | | | | 5/19/2020 | 8,391 | -0- | 55.74 | 5/18/2030 | | | | | | | 5/25/2021 | 7,441 | -0- | 77.78 | 5/24/2031 | | | | | | | 8/3/2021 | | | | | 4,040(10) | 63,392 | | | | | 5/24/2022 | 17,270 | 8,635 | 45.34 | 5/23/2032 | | | | | | | 2/10/2023 | | | | | 10,802(10) | 169,479 | | | | | 5/26/2023 | 29,135 | 58,268 | 17.95 | 5/25/2033 | | | -0-(4) | -0- | | | 5/28/2024 | -0- | 121,701 | 12.35 | 5/27/2034 | | | -0-(5) | -0- | | Matthew Puckett | | | | | | | | | | | | 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 | 7/7/2026 | | | | | | | 5/25/2021 | 44,642 | -0- | 77.78 | 7/7/2026 | | | | | | | 5/24/2022 | 49,342 | 24,671 | 45.34 | 7/7/2026 | | | | | | | 5/26/2023 | 64,096 | 128,190 | 17.95 | 7/7/2026 | | | -0-(4) | -0- |

  133. Outstanding Equity Awards at Fiscal Year-End 2025

    | (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 remainder of this footnote addresses the options awarded to the other NEOs. 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 NEOs’ employment, the options generally expire on an accelerated basis, as follows: 36 months after retirement, death or termination due to disability; in the case of involuntary termination, at the end of the period severance payments are made (if any) (for options granted prior to fiscal 2025) or three months after termination (for options granted as of fiscal 2025); and in the case of voluntary termination, at the time of voluntary termination (for options granted prior to fiscal 2025) or three months after termination (for options granted as of fiscal 2025). |

  134. Outstanding Equity Awards at Fiscal Year-End 2025

    | (2) Dividends on those RSUs are reinvested at the dividend payment date in additional shares that are subject to the same restrictions as the original award. Dividend equivalents are not compounded. |

  135. Outstanding Equity Awards at Fiscal Year-End 2025

    | (3) Amounts reported are based on the closing market price per share of VF’s Common Stock of $15.69 on March 28, 2025, the last trading day of VF’s fiscal 2025. The number of PRSUs was calculated by multiplying the actual level of achievement for the three-year performance period ended March 29, 2025 by the target number of PRSUs awarded, and the dollar value was calculated by multiplying the resulting number of PRSUs by $15.69. Because the actual level of achievement for the three-year performance period ended March 29, 2025 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 CD&A above. |

  136. Outstanding Equity Awards at Fiscal Year-End 2025

    | (4) This number represents the number of PRSUs that were awarded under the LTIP by the Committee in 2023 for the three-year performance period ending March 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 $8,850,231, Mr. Scabbia Guerrini: 169,220 PRSUs with a value of $2,655,066, Mr. Hyder: 71,451 PRSUs with a value of $1,121,066, Mr. Puckett: 137,885 PRSUs with a value of $2,163,408 and Ms. Sim: 62,676 PRSUs with a value of $983,386. |

  137. Outstanding Equity Awards at Fiscal Year-End 2025

    | VF Corporation 2025 Proxy Statement | / | 55 |

  138. Outstanding Equity Awards at Fiscal Year-End 2025

    | (5) This number represents the number of PRSUs that were awarded under the LTIP by the Committee in 2024 for the three-year performance period ending March 2027 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: 819,839 PRSUs with a value of $12,863,278, Mr. Vogel: 200,043 PRSUs with a value of $3,138,675, Mr. Scabbia Guerrini: 819,839 PRSUs with a value of $12,863,278, Mr. Hyder: 182,187 PRSUs with a value of $2,858,514 and Ms. Sim: 109,312 PRSUs with a value of $1,715,101. |

  139. Outstanding Equity Awards at Fiscal Year-End 2025

    | (6) Mr. Darrell received an award of 77,240 RSUs and 262,208 stock options in August 2023 that vested 50% in July 2024 and will vest 50% in July 2025, provided that Mr. Darrell remains an employee of VF through such 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 RSUs are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  140. Outstanding Equity Awards at Fiscal Year-End 2025

    | (7) Mr. Vogel received an award of 86,207 RSUs in August 2024 that will cliff vest 100% on the second anniversary of the grant date, provided that Mr. Vogel remains an employee of VF through such vesting date. The award would vest in full in the event of termination due to death or disability, a pro rata portion of the award would vest 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 RSUs are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  141. Outstanding Equity Awards at Fiscal Year-End 2025

    | (8) Mr. Scabbia Guerrini received an award of 25,000 RSUs in May 2021 that vested 50% in May 2023 and 50% in May 2025. Mr. Scabbia Guerrini also received an award of 78,248 RSUs in March 2023 that vested 50% in March 2025 and will vest 50% in March 2027, provided that Mr. Scabbia Guerrini remains an employee of VF through such 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. |

  142. Outstanding Equity Awards at Fiscal Year-End 2025

    | (9) 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 RSUs are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |

  143. Outstanding Equity Awards at Fiscal Year-End 2025

    | (10) Ms. Sim received an award of 3,500 RSUs in August 2021 that will cliff vest 100% in August 2025. Ms. Sim also received an award of 20,000 RSUs in February 2023 that vested 50% in February 2025 and will vest 50% in February 2027, provided that Ms. Sim remains an employee of VF through such 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 her 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. |

  144. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table provides information for our NEOs regarding stock award vesting during fiscal 2025. Our NEOs did not exercise stock options during fiscal 2025. There was no payout under the LTIP of PRSUs for the three-year performance period that ended on March 29, 2025.

  145. 2025 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards(1) | | | Executive | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Bracken Darrell | -0- | $-0- | 39,965 | $623,052 | | Paul Vogel | -0- | -0- | -0- | -0- | | Martino Scabbia Guerrini | -0- | -0- | 42,029 | 932,199 | | Brent Hyder | -0- | -0- | -0- | -0- | | Jennifer Sim | -0- | -0- | 10,742 | 254,381 | | Matthew Puckett | -0- | -0- | 27,981 | 364,515 |

  146. 2025 Option Exercises and Stock Vested

    | (1) For Mr. Darrell, the amounts in these columns reflect the fair market value of 38,620 RSUs, plus 1,345 RSUs resulting from accumulated dividends on the RSUs, at the time of distribution in July 2024. For Mr. Scabbia Guerrini, the amounts in these columns reflect the fair market value of 39,124 RSUs, plus 2,905 RSUs resulting from accumulated dividends on the RSUs, at the time of distribution in March 2025. For Ms. Sim, the amounts in these columns reflect the fair market value of 10,000 RSUs, plus 742 RSUs resulting from accumulated dividends on the RSUs, at the time of distribution in February 2025. For Mr. Puckett, the amounts in these columns reflect the fair market value of (i) 7,500 shares of restricted stock, plus 1,262 shares of restricted stock resulting from accumulated dividends on the restricted stock, at the time of distribution in May 2024 and (ii) 16,680, shares of restricted stock, plus 2,539 shares of restricted stock resulting from accumulated dividends on the restricted stock, at the time of distribution in July 2024. No amounts reported in these columns were deferred. The fair market value is defined as the average of the high and low price of VF Common Stock on the applicable date. |

  147. 2025 Option Exercises and Stock Vested

    | 56 | / | VF Corporation 2025 Proxy Statement |

  148. 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. The purpose of the Pension Plan is to provide retirement benefits for those employees who qualify for such benefits under the provisions of the Pension Plan. The Pension Plan was closed to new participants at the end of 2004. 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). Mr. Puckett was the only fiscal 2025 NEO who 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. Mr. Puckett, the only NEO who participates in the Pension Plan is eligible for nonforfeitable benefits under the Pension Plan and the VF Supplemental Executive Retirement Plan (“SERP”). Mr. Puckett was the only fiscal 2025 NEO who participated in the 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 the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Code. The SERP was closed to new participants at the end of 2004. The combined retirement income from the Pension Plan and the SERP for Mr. Puckett, upon retirement at age 65, would be an amount equal to his 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 Mr. Puckett who participated in the Pension Plan, regardless of whether he otherwise qualifies 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 Mr. Puckett, 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). Mr. Scabbia Guerrini has pension benefits under the VF International SAGL pension fund in Switzerland (the “Swiss Pension Plan”) that covers almost all Swiss-based employees of VF International SAGL over 25 years of age. Benefits under the Swiss 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. The assumptions underlying the present values of the eligible U.S.-based NEOs’ 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 29, 2025, except that retirement age is assumed to be age 65, the normal retirement age specified in the Pension Plan.

  149. Pension Benefits

    | VF Corporation 2025 Proxy Statement | / | 57 |

  150. 2025 Pension Benefits Table

    2025 Pension Benefits Table

  151. 2025 Pension Benefits Table

    | Executive | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Bracken Darrell(3) | VF Corporation Pension Plan | -0- | $-0- | $-0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Paul Vogel(3) | VF Corporation Pension Plan | -0- | -0- | -0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Martino Scabbia Guerrini(3) | Pension Fund of VF International SAGL in Switzerland | 19 | 1,787,313(2) | -0- | | Brent Hyder(3) | VF Corporation Pension Plan | -0- | -0- | -0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Jennifer Sim(3) | VF Corporation Pension Plan | -0- | -0- | -0- | | | Supplemental Executive Retirement Plan | -0- | -0- | -0- | | Matthew Puckett | VF Corporation Pension Plan | 18 | 323,400(4) | -0- | | | Supplemental Executive Retirement Plan | 18 | 801,300(4) | -0- |

  152. 2025 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 ended March 29, 2025. |

  153. 2025 Pension Benefits Table

    | (2) 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 1.1275 U.S. dollars to the Swiss franc, the average daily exchange rate for fiscal 2025. 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. |

  154. 2025 Pension Benefits Table

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

  155. 2025 Pension Benefits Table

    | (4) The amounts in this column for Mr. Puckett are the actuarial present value of his accumulated benefit under each plan, computed as of the same Pension Plan or SERP measurement date, as applicable, used for financial statement reporting purposes with respect to VF’s audited financial statements for the fiscal year ended March 29, 2025. |

  156. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation VF senior executives, including the NEOs 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 ($345,000 for calendar year 2024 and $350,000 for calendar year 2025) (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

  157. Nonqualified Deferred Compensation

    | 58 | / | VF Corporation 2025 Proxy Statement |

  158. Nonqualified Deferred Compensation

    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 $345,000 for calendar year 2024 and $350,000 for calendar year 2025. 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.

  159. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  160. 2025 Nonqualified Deferred Compensation

    | Executive | Executive Contributions in FY2025 ($)(1) | VF Contributions in FY2025 ($)(2) | Aggregate Earnings in FY2025 ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance on March 29, 2025 ($)(4) | | Bracken Darrell | $150,000 | $-0- | $(655) | $-0- | $149,345 | | Paul Vogel | 11,423 | -0- | (155) | -0- | 11,268 | | Martino Scabbia Guerrini | -0- | -0- | -0- | -0- | -0- | | Brent Hyder | 12,923 | -0- | (114) | -0- | 12,809 | | Jennifer Sim | 35,075 | 10,212 | 7,650 | -0- | 168,519 | | Matthew Puckett | 12,442 | -0- | 140,323 | 517,333 | 2,433,289 |

  161. 2025 Nonqualified Deferred Compensation

    | (1) Amounts reported in this column are included as salary in the Summary Compensation Table above. The type of compensation permitted to be deferred is salary in fiscal 2025. |

  162. 2025 Nonqualified Deferred Compensation

    | (2) Amounts reported in this column are included as All Other Compensation in the Summary Compensation Table above. For the 2024 calendar year, the matching contribution for qualified executives was made after the end of the 2024 calendar year, in February 2025 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 2024 calendar year. |

  163. 2025 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. |

  164. 2025 Nonqualified Deferred Compensation

    | (4) This column reflects the aggregate of salary and non-equity incentive awards deferred by each NEO 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 NEOs have been reported in the Summary Compensation Tables in VF’s proxy statements in the year earned to the extent the executive was a NEO for purposes of proxy statement disclosure. |

  165. 2025 Nonqualified Deferred Compensation

    | VF Corporation 2025 Proxy Statement | / | 59 |

  166. 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 NEOs 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 29, 2025. Mr. Puckett ceased to serve as our Executive Vice President and Chief Financial Officer effective July 8, 2024, and amounts paid to Mr. Puckett upon his involuntary termination without cause are described below. The descriptions below do not include the following amounts that the executives also would have received in all termination scenarios:

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

    | (a) retirement benefits, the present value of which is disclosed in the 2025 Pension Benefits Table above, |

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

    | (b) the aggregate balance disclosed in the 2025 Nonqualified Deferred Compensation table above, |

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

    | (c) the executive’s AIP payment for the year ended March 29, 2025, as disclosed in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above, or |

  170. 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. |

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

    The continuing NEOs, 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 granted prior to fiscal 2025 due to retirement. All awards granted in fiscal 2025 would be forfeited in case of retirement and termination without cause assuming those events occurred on March 29, 2025. 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.

  172. 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 (collectively, the “Agreements”) with all continuing NEOs. 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 applicable 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 NEOs 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 RSUs and restricted stock, 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

  173. Potential Payments Upon a Change in Control of VF

    | 60 | / | VF Corporation 2025 Proxy Statement |

  174. Potential Payments Upon a Change in Control of VF

    be deemed earned based on the actual performance achieved through the date of termination projected for the entire performance period (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 continuing NEOs, 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:

  175. Potential Payments Upon a Change in Control of VF

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

  176. Potential Payments Upon a Change in Control of VF

    | (B) members of the Board 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 |

  177. 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. |

  178. 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 continuing NEOs’ 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 29, 2025, the executives would be entitled to receive the following estimated amounts.

  179. Potential Payments Upon Termination of Employment Following a Change in Control and Related Benefits(1,2)

    | Executive | Severance Amount ($)(3) | PRSU Awards ($)(4) | Unvested RSU Awards ($)(5) | Unvested Stock Options ($)(6) | Estimated Value of Benefit Continuation ($)(7) | Total ($) | | Bracken Darrell | $10,689,250 | $9,992,208 | $635,928 | $3,048,608 | $89,625 | $24,455,619 | | Paul Vogel | 4,451,639 | 1,418,972 | 1,371,742 | -0- | 58,333 | 7,300,686 | | Martino Scabbia Guerrini(8) | 5,876,257 | 7,113,954 | 3,780,720 | 1,354,938 | 36,000 | 18,161,869 | | Brent Hyder | 4,395,300 | 1,815,001 | 6,935,713 | 789,065 | 58,050 | 13,993,129 | | Jennifer Sim | 3,114,235 | 1,248,573 | 232,871 | 406,481 | 51,623 | 5,053,783 |

  180. 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 applicable NEOs, which would only be known at the time that he or she becomes eligible for payment and would only be payable if a change in control were to occur and the NEO’s employment were terminated by VF without cause or by the NEO with good reason. The table reflects the amount that could be payable under the various arrangements assuming that the change in control had occurred on March 29, 2025, and the NEO’s employment had been terminated on that date. |

  181. 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 $15.69, the closing market price of VF’s Common Stock on March 28, 2025, the last trading day of VF’s fiscal 2025. Totals may not add up due to rounding. |

  182. 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. |

  183. 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 periods that would be paid upon a qualifying termination following a change in control. Incomplete periods as of March 29, 2025, are the fiscal 2024-2026 and fiscal 2025-2027 PRSU award periods, both assumed at 100% of target performance. |

  184. 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 RSU awards. |

  185. 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. |

  186. 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. |

  187. Potential Payments Upon Termination of Employment Following a Change in Control and Related Benefits(1,2)

    | (8) Cash compensation to be paid to Mr. Scabbia Guerrini was converted from Swiss francs to U.S. dollars using the exchange rate of 1.1275 U.S. dollars to the Swiss franc, the average daily exchange rate for fiscal 2025. |

  188. 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 RSU awards on March 29, 2025, assuming the executives had terminated employment due to death or disability:

  189. Payments Upon Termination Due to Death or Disability(1)

    | Executive | Unvested RSU Awards ($) | PRSU Awards ($) | Unvested Stock Options ($) | Total ($) | | Bracken Darrell | $635,928 | $9,992,208 | $3,048,608 | $13,676,744 | | Paul Vogel | 1,371,742 | 1,418,972 | -0- | 2,790,714 | | Martino Scabbia Guerrini(2) | 2,918,896 | 7,113,954 | 1,354,938 | 11,387,788 | | Brent Hyder | 3,246,369 | 1,815,001 | 789,065 | 5,850,435 | | Jennifer Sim | 232,871 | 1,248,573 | 406,481 | 1,887,925 |

  190. Payments Upon Termination Due to Death or Disability(1)

    | (1) Valuations reflect a price per share of $15.69, the closing market price of VF’s Common Stock on March 28, 2025, the last trading day of VF’s fiscal 2025. Totals may not add up due to rounding. |

  191. Payments Upon Termination Due to Death or Disability(1)

    | (2) This individual was retirement eligible on March 29, 2025. Unearned PRSU awards for 2025-2027 would be forfeited. Unearned PRSU awards for 2024-2026 are assumed at target performance. |

  192. Payments Upon Termination Without Cause

    Payments Upon Termination Without Cause In the event of a termination by VF without cause, any awards granted in fiscal 2025 under the Stock Plan or the LTIP would be forfeited. All other awards would be treated as follows: 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, for executive’s PRSUs, if the executive has been an active participant for at least 12 months in a performance period, 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 period, 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 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. Mr. Puckett ceased to serve as Executive Vice President and Chief Financial Officer on July 8, 2024, and departed VF on July 9, 2024. His departure qualified as an involuntary termination without cause pursuant to the Severance Plan, and Mr. Puckett received severance benefits as described above pursuant to the Severance Plan. The treatment of Mr. Puckett’s outstanding equity awards following his departure from VF was determined by the terms and conditions set forth in the applicable award agreements.

  193. Payments Upon Termination Without Cause

    | 62 | / | VF Corporation 2025 Proxy Statement |

  194. 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 NEO would receive no additional compensation.

  195. 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. Our CEO pay ratio for fiscal 2025 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 and based on methodology described below. For fiscal 2025, our last completed fiscal year:

  196. CEO PAY RATIO

    | • | Our median employee is a part-time, U.S.-based retail employee |

  197. CEO PAY RATIO

    | • | The total annual compensation of the median employee was $32,142 |

  198. CEO PAY RATIO

    | • | The total annual compensation of our CEO, Mr. Darrell as reported in the Summary Compensation Table was $10,729,899 |

  199. CEO PAY RATIO

    | • | Our CEO to Median Employee Pay Ratio is 334:1 |

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

  201. 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) | One-Year rTSR Percentile Rank (8) | | 2025 | $10,729,899 | $11,786,745 | N/A | N/A | N/A | N/A | $3,585,721 | $3,896,671 | $32.17 | $110.02 | $(189.72) | 69th percentile | | 2024 | 13,535,399 | 9,552,700 | 1,971,941 | 1,155,850 | N/A | N/A | 4,630,927 | 3,345,820 | 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 |

  202. 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. |

  203. 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: |

  204. PAY VERSUS PERFORMANCE

    | Year | 2025 | | PEO | Mr. Darrell | | SCT Total compensation ($) | 10,729,899 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (6,725,003) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 9,256,279 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (1,410,006) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (64,424) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | 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 ($) | 11,786,745 |

  205. PAY VERSUS PERFORMANCE

    | 64 | / | VF Corporation 2025 Proxy Statement |

  206. PAY VERSUS PERFORMANCE

    | (3) The dollar amounts in this column represent the average of the amounts of total compensation reported for our NEOs as a group (excluding, as applicable, Messrs. Darrell, Dorer, and Rendle) in the “Total” column of the Summary Compensation Table in each applicable year. NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2025, Messrs. Vogel, Scabbia Guerrini, Hyder, and Puckett and Ms. Sim; (ii) for fiscal 2024, Messrs. Puckett, Bailey, Scabbia Guerrini, and Hyder and Ms. Otto; (iii) for fiscal 2023, Messrs. Puckett, Bailey and Scabbia Guerrini and Ms. Otto; (iv) for fiscal 2022, Messrs. Puckett, Bailey, Scabbia Guerrini, Murray who served as our Global Brand President, The North Face until May 2022 and Roe who served as our Executive Vice President and Chief Financial Officer until May 2021; and (v) for fiscal 2021, Messrs. Roe, Bailey, Scabbia Guerrini and Murray. |

  207. 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 fiscal 2025 to determine the average amount of CAP to the NEOs (excluding, as applicable, Messrs. Darrell, Dorer and Rendle) in fiscal 2025: |

  208. PAY VERSUS PERFORMANCE

    | Year | 2025 | | Non-PEO NEOs | See Note 3 | | SCT Total compensation ($) | 3,585,721 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (1,971,037) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 2,409,183 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | (92,540) | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (19,241) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | (10,015) | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | (37,031) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 31,631 | | Compensation Actually Paid ($) | 3,896,671 |

  209. PAY VERSUS PERFORMANCE

    | (5) For the relevant year, represents the cumulative TSR of VF for the 52-week measurement periods ended on March 29, 2025, March 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |

  210. 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 29, 2025, March 30, 2024, April 1, 2023 and April 2, 2022, and the 53-week measurement period ended on April 3, 2021. |

  211. 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 29, 2025, March 30, 2024, April 1, 2023, April 2, 2022 and April 3, 2021. |

  212. PAY VERSUS PERFORMANCE

    | (8) Company-selected Measure is our one-year TSR relative to the TSR of the applicable S&P Index (the S&P 600 Consumer Discretionary Index for fiscal 2025 and the S&P 500 Consumer Discretionary Index for all other fiscal years) over the same period (“one-year rTSR”). One-year rTSR represents the most important financial measure (as determined by the Company) used to link CAP to our NEOs to Company performance for the most recently completed fiscal year. |