UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Securities Exchange Act of 1934
(Amendment No. )
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☒ Filed by a Party other than the Registrant ¨☐
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☐ | Preliminary Proxy Statement | ||||||
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☐ | Soliciting Material under Rule14a-12 |
V. F. CORPORATION
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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VF CORPORATION
March 24, 201614, 2018
Dear Shareholder:
The Annual Meeting of Shareholders of VF Corporation will be held on Tuesday, April 26, 2016,24, 2018, at the O.Henry Hotel, Caldwell Room, 624 Green Valley Road, Greensboro, North Carolina, commencing at 10:30 a.m. Your Board of Directors and management look forward to greeting personally those shareholders able to attend.
At the meeting, shareholders will be asked to vote on (i) the election of directors; (ii) approval of the compensation of named executive officers as disclosed in this proxy statement; (iii) ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2018 transition period and the 2019 fiscal 2016;year (referred to together herein as “fiscal 2019”); and (iv) such other matters as may properly come before the meeting.
Your Board of Directors recommends a vote FOR“FOR” the election of the persons nominated to serve as directors, FOR“FOR” the approval of compensation of named executive officers as disclosed in this proxy statement, and FOR“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm. Regardless of the number of shares you own or whether you plan to attend, it is important that your shares be represented and voted at the meeting.
We have once again elected to provide our shareholders with access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet increases the ability of our shareholders to access the information they need, while reducing the environmental impact of our Annual Meeting. Accordingly, on or about March 14, 2018, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to all shareholders of record on our books at the close of business on March 1, 2018, the record date for the Annual Meeting, and will post our proxy materials on the website referenced in the Notice. As more fully described in the Notice, shareholders may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials. In addition, the Notice and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, on an ongoing basis.
You may vote in person at the Annual Meeting or you may vote your shares via the Internet, via a toll-free telephone number, or by signing, dating and mailing the encloseda completed proxy card, in the postage-paid envelope provided, as explained on page 12 of the attached proxy statement.
Your interest and participation in the affairs of VF are most appreciated.
Sincerely,
Eric C. WisemanSteven E. Rendle
Chairman, President and
Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD
ON APRIL 26, 2016
This proxy statement and our Annual Report for 2015 are available at
www.edocumentview.com/vfc.
VF CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 26, 201624, 2018
March 24, 201614, 2018
To the Shareholders of VF CORPORATION:
The Annual Meeting of Shareholders of VF Corporation will be held at the O.Henry Hotel, Caldwell Room, 624 Green Valley Road, Greensboro, North Carolina, on Tuesday, April 26, 2016,24, 2018, at 10:30 a.m., for the following purposes:
(1) to elect directors;
1. | to elect directors; |
(2) to vote on approval of the compensation of named executive officers as disclosed in this proxy statement;
2. | to vote on approval of the compensation of named executive officers as disclosed in this proxy statement; |
(3) to vote on ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2016; and
3. | to vote on ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2018 transition period and the 2019 fiscal year; and |
(4) to transact such other business as may properly come before the meeting and any adjournments thereof.
4. | to transact such other business as may properly come before the meeting and any adjournments thereof. |
A copy of VF’s Annual Report for 20152017 is enclosedincluded for your information.
Only shareholders of record as of the close of business on March 1, 20162018 are entitled to notice of and to vote at the meeting.
By Order of the Board of Directors
Laura C. Meagher
Vice President,
General Counsel and Secretary
YOUR VOTE IS IMPORTANT
You are urged to vote your shares via the Internet, through
our toll-free telephone number,
or by signing, dating and
promptly returning your completed proxy in the enclosed envelope.card.
VF CORPORATION
PROXY STATEMENT
For the 20162018 Annual Meeting of Shareholders
This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of VF Corporation to be voted at VF’s Annual Meeting of Shareholders on April 26, 201624, 2018 and any adjournments of the meeting (the “Meeting”). All share and per share data included in this proxy statement, including performance goals under compensation plans set on a per share basis, have been adjusted to reflect the impact of VF’sfour-for-one stock split effected on December 20, 2013.
On or around March 14, 2018 we mailed a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders of record as of March 1, 2018, the record date for the Meeting. The Notice directs shareholders to a website where they can access our proxy materials, including this proxy statement and our Annual Report for 2017. Shareholders may also view instructions regarding how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD
ON APRIL 24, 2018
This proxy statement and our Annual Report for 2017 are available at
www.proxydocs.com/vfc.
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 1
ABOUTABOUT THE MEETING MEETING
What is the purpose of the Meeting?
At the Meeting, holders of VF Common Stock will vote on the matters described in the notice of the Meeting on the front page of this proxy statement, including the election of directors, approval of the compensation of named executive officers as disclosed in this proxy statement, ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 20162019 and such other matters as may properly come before the Meeting.
Who is entitled to vote at the Meeting?
Only shareholders of record on March 1, 2016,2018, the record date for the Meeting, are entitled to receive notice of and vote at the Meeting.
What are the voting rights of shareholders?
Each share of Common Stock is entitled to one vote on each matter considered at the Meeting.
Why will shareholders receive aone-page notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
In accordance with rules adopted by the U.S. Securities and Exchange Commission, we may furnish proxy materials, including this proxy statement and our Annual Report for 2017, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice, which was mailed to most of our shareholders, will instruct you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
How do shareholders access the proxy materials over the Internet?
The Notice, proxy card or voting instruction card you receive will contain instructions on how to view our proxy materials for the Meeting on the Internet and vote your shares, and instruct us how to send our future proxy materials to you either by mail or by email. Our proxy materials are also available for viewing at: www.proxydocs.com/vfc. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you, and will reduce the environmental impact of printing and mailing these materials. If you choose to receive future proxy materials by email, you will receive an email within the next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.
Shareholders may vote at the Meeting in person or by proxy. Proxies validly delivered by shareholders (by Internet, telephone or mail as described below) and received by VF prior to the Meeting will be voted in accordance with the instructions contained therein. If a shareholder’s proxy card gives no instructions, it will be voted as recommended by the Board of Directors. A shareholder may change any vote by proxy before the proxy is exercised by filing with the Secretary of VF either a notice of revocation or a duly executed proxy bearing a later date or by attending the Meeting and voting in person. Shareholders who vote by telephone or the Internet may also change their votes byre-voting by telephone or the Internet within the time periods listed below. A shareholder’s latest vote, including via the Internet or telephone, is the one that is counted.
There are three ways to vote by proxy:
1)BY INTERNET: Visit the web sitewww.envisionreports.com/vfc. To vote your shares, you must have your proxy/voting instruction card in hand. The web site is available 24 hours a day, seven days a week, and will be accessible UNTIL 11:59 p.m., Eastern Daylight Time, on April 25, 2016;
2)BY TELEPHONE: Call toll-free 1-800-652-VOTE (1-800-652-8683). Shareholders outside of the U.S. and Canada should call 1-781-575-2300. To vote your shares, you must have your proxy/voting instruction card in hand. Telephone voting is accessible 24 hours a day, seven days a week, UNTIL 11:59 p.m., Eastern Daylight Time, on April 25, 2016; or2VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
ABOUT THE MEETING |
ABOUTTHE MEETINGTHERE ARE THREE WAYS TO VOTE BY PROXY:
3)BY MAIL: Mark your proxy/voting instruction card, date and sign it, and return it in the postage-paid (U.S. only) envelope provided. If the envelope is missing, please address your completed proxy/voting instruction card to VF Corporation, c/o Computershare Investor Services, P.O. Box 30202, College Station, Texas 77842.
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Visit the web sitewww.proxypush.com/vfc. To vote your shares, you must have the Notice or your proxy/voting instruction card in hand. The web site is available 24 hours a day, seven days a week, and will be accessible UNTIL 11:59 p.m., Eastern Daylight Time, on April 23, 2018; | Call toll-free1-866-256-1151. To vote your shares, you must have your proxy/voting instruction card in hand. Telephone voting is accessible 24 hours a day, seven days a week, UNTIL 11:59 p.m., Eastern Daylight Time, on April 23, 2018; or | Mark your proxy/voting instruction card, date and sign it, and return it in the postage-paid (U.S. only) envelope provided (if you received a paper copy of the proxy materials). If the envelope is missing, please address your completed proxy/voting instruction card to Proxy Tabulator for VF Corporation, P.O. Box 8016, Cary, NC27512-9903. |
IF YOU VOTE BY INTERNET OR TELEPHONE, YOU DO NOT NEED TO RETURN YOUR PROXY/VOTING INSTRUCTION CARD.
If you are a beneficial owner, please refer to your proxy card or other information forwarded by your bank, broker or other holder of record to see which of the above choices are available to you.
Shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast must be present at the Meeting in person or by proxy to constitute a quorum for the transaction of business. Abstentions and broker “non-votes”“non-votes” are counted as present for establishing a quorum. A brokernon-vote occurs on an item when a broker is not permitted to vote on that item absent instruction from the beneficial owner of the shares and no instruction is given. At the close of business on March 1, 2016,2018, there were 423,434,737396,698,878 outstanding shares of Common Stock.
What are the Board’s recommendations?
Your Board of Directors recommends a vote FOR“FOR” the election of the persons nominated to serve as directors; FOR“FOR” the approval of compensation of named executive officers as disclosed in this proxy statement; and FOR“FOR” the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2016.2019. If any other matters are brought before the Meeting, the proxy holders will vote as recommended by the Board of Directors. If no recommendation is given, the proxy holders will vote in their discretion. At the date of this proxy statement, we do not know of any other matter to come before the Meeting. Persons named as proxy holders on the form of proxy/voting instruction card are Eric C. Wiseman,Steven E. Rendle, Chairman of the Board of Directors of VF and President and Chief Executive Officer of VF, and Laura C. Meagher, Vice President, General Counsel and Secretary of VF.
What vote is required to approve each item?
Under ourBy-Laws and our Corporate Governance Principles, Directors are elected by the affirmative vote of a majority of the votes cast in uncontested elections. This means that the number of votes cast “for” a Director nominee must exceed the number of votes cast “withheld” with respect to that nominee. Abstentions and brokernon-votes are not counted as votes “for” or “withheld” with respect to a Director nominee. In an uncontested election, any nominee who does not receive a majority of votes cast “for” his or her election is required to tender his or her resignation promptly following the failure to receive the required vote. The Nominating and Governance Committee is then required to make a recommendation to the Board as to whether it should accept the resignation. The Board is required to decide whether to accept the resignation. In a contested election, the required vote would be a plurality of votes cast. Full details of this policy are set forth in our Corporate Governance Principles, available on our website, www.vfc.com, under “Policy on Majority Voting.” Approval of the compensation of named executive officers as disclosed in this proxy statement, and ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2016,2019, or approval of any other matter to come before the Meeting requirerequires the affirmative vote of a majority of the votes cast on such matter at the Meeting. Withheld votes and abstentions will not be taken into account in determining the outcome of the approval of compensation of named executive officers as disclosed in this proxy statement, or
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 3
ABOUT THE MEETING |
ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal 2016,2019, or approval of any other matter to come before the Meeting other than the election of directors (described above). Under current New York Stock Exchange rules, if the record holder of your shares (usually a bank,
ABOUTTHE MEETING
broker or other nominee) holds your shares in its name, your record holder is permitted to vote your shares on the ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for fiscal year 20162019 in its discretion, even if it does not receive voting instructions from you. On all the other items referenced above, your record holder is not permitted to vote your shares without your instructions and such uninstructed shares are considered brokernon-votes and will not be taken into account when determining the outcome of the election of directors or the approval of the compensation of named executive officers as disclosed in this proxy statement.
Under U.S. Securities and Exchange Commission rules, a single Notice or set of annual reports and proxy statements may be sent to any household at which two or more VF shareholders reside if they appear to be members of the same family. Each shareholder receiving physical copies of the proxy materials continues to receive a separate proxy card. This procedure, referred to as “householding,” reduces the volume of duplicate information shareholders receive and reduces mailing and printing expenses for VF. Brokers with accountholders who are VF shareholders may be householding our proxy materials. As indicated in the notice previously provided by these brokers to our shareholders, a single Notice or annual report and proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from an affected shareholder. Once you have received notice from your broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate Notice or annual report and proxy statement, please notify your broker so that separate copies may be delivered to you. Shareholders who currently receive multiple copies of the Notice or annual report and proxy statement at their address who would prefer that their communications be householdedto receive a single copy should contact their broker.
A copy of VF’s Annual Report for the fiscal year ended January 2, 2016December 30, 2017 accompanies this proxy statement. No material contained in the Annual Report is to be considered a part of the proxy solicitation material.
VF’s mailing address is P.O. Box 21488, Greensboro, North Carolina 27420. This proxy statement and the accompanying form of proxy/voting instruction card were first mailed or given to shareholders on approximately March 24, 2016.
4VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
ELECTIONOF DIRECTORSElection of Directors
VF’s Board of Directors has nominated the persons named below whose terms expire at the 2016 Annual Meeting to serve as directors. All nominees currently serve as directors on our Board and, if reelected, will serve a term of office until our 20172019 annual meeting or until a successor is duly elected and qualified. Raymond G. Viault has decided to retire from the Board of Directors andIn accordance with VF’s tenure policy, Robert J. Hurst will not stand for reelection atbecause he will reach the 2016mandatory director retirement age of 72 prior to the 2018 Annual Meeting. The Corporation acknowledges the outstanding service rendered by Mr. ViaultHurst during his fourteentwenty-three years of service on the Board of Directors. The persons named in the accompanying form of proxy/voting instruction card intend to vote such proxy for the election as directors of the following nominees, subject to any explicit instructions of the shareholder set forth on the proxy/voting instruction card. If any nominee becomes unable or unwilling to serve as a director, the proxy holders will vote for such other person or persons as may be nominated by the Board of Directors. The nominees named below have indicated that they are willing to serve if reelected to the VF Board. It is the policy of VF that a substantial majority of the members of its Board of Directors should be independent. Currently, ten of the nominees have been determined by the Board to be independent in accordance with standards adopted by the Board, as set forth in the Board’s Corporate Governance Principles and as attached hereto as Appendix A, and the Listing Standards of the New York Stock Exchange, the securities exchange on which VF’s Common Stock is traded.
Name | Age | Director Since | Principal Occupation | Audit Committee | Compensation Committee | Nominating and Governance Committee | Finance Committee | |||||||||||
Richard T. Carucci | 58 | 2009 | Retired; Former President, Yum! Brands, Inc. | Member | Chair | |||||||||||||
Juliana L. Chugg | 48 | 2009 | EVP, Chief Brands Officer – Core, Mattel, Inc. | Member | Member | |||||||||||||
Juan Ernesto de Bedout | 71 | 2000 | Retired; Former Group President Latin American Operations, Kimberly-Clark Corporation | Chair | Member | |||||||||||||
Mark S. Hoplamazian | 52 | 2015 | President and Chief Executive Officer, Hyatt Hotels Corporation | Member | Member | |||||||||||||
Robert J. Hurst | 70 | 1994 | Managing Director, Crestview Partners LLC | Member | Member | |||||||||||||
Laura W. Lang | 60 | 2011 | Managing Director, Narragansett Ventures, LLC | Member | Member | |||||||||||||
W. Alan McCollough | 66 | 2000 | Retired; Former Chairman, Circuit City Stores, Inc. | Member | Chair | |||||||||||||
W. Rodney McMullen | 55 | 2016 | Chairman and Chief Executive Officer, The Kroger Co. | Member | Member | |||||||||||||
Clarence Otis, Jr. | 59 | 2004 | Retired; Former Chairman and Chief Executive Officer, Darden Restaurants, Inc. | Member | Member | |||||||||||||
Steven E. Rendle | 56 | 2015 | President and Chief Operating Officer of VF | Member (ex officio) | ||||||||||||||
Matthew J. Shattock | 53 | 2013 | President and Chief Executive Officer, Beam Suntory Inc. | Member | Member | |||||||||||||
Eric C. Wiseman | 60 | 2006 | Chairman and Chief Executive Officer of VF | Member (ex officio) | ||||||||||||||
Number of Meetings Held in 2015 |
| Board – 7 | 9 | 6 | 5 | 5 |
ELECTIONOF DIRECTORS
NAME | AGE | DIRECTOR SINCE | PRINCIPAL OCCUPATION | AUDIT COMMITTEE | TALENT AND COMMITTEE | NOMINATING AND GOVERNANCE COMMITTEE | FINANCE COMMITTEE | |||||||
Richard T. Carucci | 60 | 2009 | Retired; Former President, Yum! Brands, Inc. | Member | Chair | |||||||||
Juliana L. Chugg | 50 | 2009 | EVP, Chief Brands Officer, Mattel, Inc. | Member | Member | |||||||||
Benno Dorer | 53 | 2017 | Chairman and Chief Executive Officer, The Clorox Company | Member | Member | |||||||||
Mark S. Hoplamazian | 54 | 2015 | President and Chief Executive Officer, Hyatt Hotels Corporation | Member | Member | |||||||||
Laura W. Lang | 62 | 2011 | Managing Director, Narragansett Ventures, LLC | Member | Member | |||||||||
W. Alan McCollough | 68 | 2000 | Retired; Former Chairman, Circuit City Stores, Inc. | Member | Chair | |||||||||
W. Rodney McMullen | 57 | 2016 | Chairman and Chief Executive Officer, The Kroger Co. | Member | Member | |||||||||
Clarence Otis, Jr. | 61 | 2004 | Retired; Former Chairman and Chief Executive Officer, Darden Restaurants, Inc. | Chair | Member | |||||||||
Steven E. Rendle | 58 | 2015 | Chairman, President and Chief Executive Officer of VF Corporation | Member (ex officio) | ||||||||||
Carol L. Roberts | 58 | 2017 | Retired; Former Senior Vice President and Chief Financial Officer, International Paper Company | Member | Member | |||||||||
Matthew J. Shattock | 55 | 2013 | Chairman and Chief Executive Officer, Beam Suntory Inc. | Chair | Member | |||||||||
Number of Meetings Held in 2017 | Board – 8 | 9 | 4 | 5 | 5 |
Identifying and Evaluating Nominees for DirectorVF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 5
ITEM NO. 1 |
Election of Directors |
IDENTIFYING AND EVALUATING NOMINEES FOR DIRECTOR
The Board of Directors believes directors should possess backgrounds, qualifications, attributes and skills that, when taken together, provide VF with a broad range of experience. The Nominating and Governance Committee identifies potential candidates that are proposed by Board members, management, third-party search firms and our shareholders. The Board and the Committee consider the qualifications of Directors individually, and in the broader context of the Board’s overall composition and VF’s current and future needs. Candidates are selected for their character, judgment, business experience, acumen, independence and commitment to VF and service on the Board. Board members are selected to represent all shareholders and not any particular constituency. In accordance with VF’s Corporate Governance Principles, the Committee considers diversity of experience and background in selecting nominees. The Committee considers this policy to have been effective to date in identifying diverse candidates.
Any shareholder who wishes to recommend a candidate for consideration by the Nominating and Governance Committee for nomination at an annual meeting should submit a written recommendation to the Secretary of VF. If the Committee does not recommend a nominee proposed by a shareholder for election as a director, then the shareholder seeking to propose the nominee would have to follow the formal nomination procedures set forth in VF’sBy-Laws. VF’sBy-Laws provide that a shareholder may nominate a person for election as a director if written notice of the shareholder’s intent to nominate a person for election as a director is received by the Secretary of VF (1) in the case of an annual meeting, not less than 120 days before the anniversary of the date VF mailed its proxy materials for the prior year’s annual meeting, or (2) in the case of a special meeting at which directors are to be elected, not later than seven days following the day on which notice of the meeting was first mailed to shareholders. The notice must contain specified information about the shareholder and the nominee, including such information as would be required to be included in a proxy statement pursuant to the rules and regulations established by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Committee’s policy with regard to consideration of any potential director is the same for candidates recommended by shareholders and candidates identified by other means.
NomineesNOMINEES
Our Board selected the nominees based on their experience, qualifications, attributes and skills and the belief that each can make unique and substantial contributions to VF. Together, our nominees bring to our Board a vast array of public company and multi-brand consumer product 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 in light of VF’s businesses and organizational complexities and long-term strategy.
6VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
ITEM NO. 1 |
Election of Directors |
RICHARD T.
| Mr. Carucci served as President of Yum! Brands, Inc., a company that operates quick service restaurants globally, from 2012 until his retirement in 2014. He joined Yum! Brands (previously named Tricon Global Restaurants) in 1997 and held a series of finance positions, including Chief Financial Officer, prior to being appointed President in 2012.
Skills and Qualifications: Mr. Carucci’s qualifications for election include his experience as a leader of a large global multi-brand publicly traded company serving retail consumers. | |
Age: 60 Director Since: 2009 Committees: Executive Audit Finance (Chair) |
ELECTIONOF DIRECTORS
JULIANA L.
| Ms. Chugg has served as EVP, Chief Brands Officer
Skills and Qualifications: Ms. Chugg’s qualifications for election include her extensive experience leading major functions and divisions of large publicly traded multi-brand consumer products companies and service on other public company boards of directors. | |
Committees: Executive Talent and Compensation Nominating and Governance |
BENNO DORER
| Mr.
Skills and Qualifications: Mr. | |
Committees: Audit Nominating and Governance |
MARK S. HOPLAMAZIAN | Mr. Hoplamazian has served as the President and Chief Executive Officer of Hyatt Hotels Corporation since December 2006. He served as interim President from July 2006 to December 2006 and Vice President from August 2004 to December 2004, and has been a member of the board of directors of the company since November 2006. From April 2004 to August 2009, Mr. Hoplamazian served as President and Director of The Pritzker Organization, LLC (“TPO”). Mr. Hoplamazian served in various capacities with TPO since its formation in 1997 and with its predecessors prior to its formation, including managing its merchant banking and investment activities. From August 2009 to December 2010, Mr. Hoplamazian was a Vice President of TPO.
Skills and Qualifications: Mr. Hoplamazian’s qualifications for election include his experience leading a global multi-branded hospitality company, supervising the chief financial officer of a public company, and serving on the | |
Age:54 Director Since:2015 Committees: Talent and Compensation Finance |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 7
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| |
Election of Directors |
ELECTIONOF DIRECTORS
LAURA W.
| Ms. Lang has been the Managing Director of Narragansett Ventures, LLC since January 2014. Ms. Lang was the Chief Executive Officer of Time Inc., a division of Time Warner, one of the largest branded media companies in the world, until 2013. From 2008 until she joined Time Inc. in 2012, Ms. Lang was Chief Executive Officer of Digitas Inc., the largest digital agency in the world and a unit of Publicis Groupe S.A. In addition, she headed the company’s pure-play digital agencies including Razorfish, Big Fuel, Denuo and Phonevalley. Ms. Lang
Skills and Qualifications: Ms. Lang’s qualifications for election include her leadership experience, digital, social and mobile media expertise and service on the boards of directors of other public companies. | |
Director Since:
Committees: Talent and Compensation Finance |
W. ALAN MCCOLLOUGH
| Mr. McCollough served as Chairman of the Board of Circuit City Stores, Inc., a specialty retailer of consumer electronics and related services, from 2002 until June 2006. He was also Chief Executive Officer of the company from June 2000 until his retirement from that position at the end of February 2006, and President of the company from 1997 until 2005. From 1997 to June 2000, he was President and Chief Operating Officer of Circuit City and in 2000 he was elected to the company’s board of directors. Mr. McCollough also serves as a director ofLA-Z-Boy Incorporated and Goodyear Tire & Rubber Company.
Skills and Qualifications: Mr. McCollough’s qualifications for election include his extensive experience leading a large publicly traded consumer products company, overseeing the chief financial officer of a public company and serving on the boards of directors of other public companies. | |
Director Since: Lead Independent Director
Committees: Executive Talent and Compensation Nominating and Governance (Chair) |
W. RODNEY MCMULLEN
| Mr. McMullen has served as Chief Executive Officer of The Kroger Co., one of the world’s largest food retailers, since January 2014 and Chairman of the Board since January 1, 2015. Previously, he served as President and Chief Operating Officer from August 2009 to December 2013. Prior to that, Mr. McMullen was elected Vice Chairman in 2003, Executive Vice President in 1999, and Senior Vice President in 1997. Mr. McMullen also serves as a director of Cincinnati Financial Corporation.
Skills and Qualifications: Mr. McMullen’s qualifications for election include his experience leading a large publicly traded consumer products company, overseeing the chief financial officer of a public company and serving on the boards of directors of other public companies. | |
Age: 57 Director Since: 2016 Committees: Audit Nominating and Governance |
8VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
ITEM NO. 1 |
Election of Directors |
ELECTIONOF DIRECTORS
| Mr. Otis served as Chairman and Chief Executive Officer of Darden Restaurants, Inc., a large full-service restaurant company, until his retirement in 2014. Prior to that role, he served as the Executive Vice President of Darden Restaurants, Inc., and President of its Smokey Bones Restaurants division, from December 2002 until December 2004, Executive Vice President and Chief Financial Officer of Darden Restaurants from April 2002 to December 2002 and Senior Vice President and Chief Financial Officer from 1999 to 2002. Mr. Otis also serves as a director of Verizon Communications, Inc.
Skills and Qualifications: Mr. Otis’s qualifications for election include his extensive experience leading a large publicly traded multi-brand company serving retail customers, acting as and then supervising the chief financial officer of a public company, and serving on the boards of directors of other public companies. | |
Director Since:
Committees: Executive Audit (Chair) Nominating and Governance |
STEVEN E. RENDLE | Mr. Rendle has served as Chairman of the Board of Directors of VF since October 2017. He has also served as President and Chief Executive Officer of VF since January 2017. Mr. Rendle was elected a director of VF in June 2015. He served as President and Chief Operating Officer
Skills and Qualifications: Mr. Rendle’s qualifications for election include his service as President and Chief | |
Committees: Executive (Chair) Finance(ex officio) |
CAROL L. ROBERTS | Ms. Roberts retired as Senior Vice President and Chief Financial Officer of International Paper in March 2017. During her37-year career, Ms. Roberts served in a series of leadership positions culminating with her appointment as Chief Financial Officer in November 2011. Ms. Roberts has served on the board of directors of Alcoa Corp. since November 2016. Prior to that, Ms. Roberts served on the board of directors of Arconic Inc., formerly known as Alcoa Inc., from January 2014 through October 2016. Skills and Qualifications: Ms. Roberts’s qualifications for election include her experience as Chief Financial Officer of International Paper Company, extensive experience as a leader in many operational roles within the company and service on the board of directors of another public company. | |
Age:58 Director Since:
Committees: Audit Finance |
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ITEM NO. 1 |
Election of Directors |
MATTHEW J. SHATTOCK | Mr. Shattock is Chairman and Chief Executive Officer of Beam Suntory Inc., a leading global distilled spirits company with some of the world’s most iconic premium spirits brands, more than 30 production and commercial facilities around the world and a global team of 4,400 employees. He has led Beam since 2009, 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. Previously, Mr. Shattock held various executive leadership roles during his six years at Cadbury plc, a global confectionary company, and prior to that in his 16 years at Unilever PLC. Mr. Shattock also serves as a director of Suntory Holdings Limited.
Skills and Qualifications: Mr. Shattock’s qualifications for election include his experience leading a global multi-brand consumer products company and serving on the board of directors of another public company. | |
Director Since:
Committees: Executive Talent and Compensation (Chair) Finance |
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10VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
CORPORATE GOVERNANCECORPORATE GOVERNANCE AT VF
VF’s business is managed under the direction of its Board of Directors. Members of the Board are kept informed of VF’s business through discussions with the Chairman, President and Chief Executive Officer and other officers, by reviewing VF’s annual business plan and other materials provided to them and by participating in meetings of the Board and its committees. In addition, to promote open discussion among the independent directors, those directors meet in regularly scheduled executive sessions without management present. During 2015,2017, the independent directors met in executive session without management present sevenfive times. Through 2015,Since April 2016, VF has had a presidinglead director structure, underin which the chairmen of the Nominating and Governance, Compensation, Audit and Finance Committees of the Board presided at meetings or executive sessions of non-managementindependent directors onannually elect a rotating basis. In April 2015lead independent director whose duties include those described below. W. Alan McCollough, Chairman of the Nominating and Governance Committee, was selected by the Board to serve as presiding director until VF’s 2016 Annual Meeting of Shareholders. In December 2015, the Directors amended the Corporate Governance Principles to implement a lead director structure commencing in April 2016, in which the independent Directors annually elect aour lead independent director whose duties include those described below.and has served in such position since April 2016.
CORPORATE GOVERNANCE PRINCIPLESCorporate Governance Principles
VF’s Board of Directors has a long-standing commitment to sound and effective corporate governance practices. A foundation of VF’s corporate governance is the Board’s policy that a substantial majority of the members of the Board should be independent. This policy is included in the Board’s written Corporate Governance Principles, which address a number of other important governance issues such as:
qualifications for Board membership;
mandatory retirement for Board members at the annual meeting of shareholders following attainment of age 72;
a requirement that directors offer to submit their resignation for consideration upon a substantial change in principal occupation or business affiliation;
Board leadership;
committee responsibilities;
Board consideration of majority shareholder votes;
authority of the Board to engage outside independent advisors as it deems appropriate;
majority voting for directors in uncontested elections;
succession planning for the chief executive officer; and
annual Board self-evaluation.
In addition, the Board of Directors for many years has had in place formal charters stating the powers and responsibilities of each of its committees.
The Board’s Corporate Governance Principles, the Audit, Nominating and Governance, Talent and Compensation and Finance Committee charters, code of business conduct and ethics applicable to the principal executive officer, the principal financial officer, and the principal accounting officer as well as other employees and all directors of VF, and other corporate governance information are available on VF’s web site (www.vfc.com)
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and will be provided free of charge to any person upon request directed to the Secretary of VF at P.O. Box 21488, Greensboro, North Carolina 27420. Anyone wishing to communicate directly with one or more members of the Board of Directors or with thenon-management members of the Board of Directors as a group (including the directors who preside at meetings or executive sessions ofnon-management directors) may contact the Chairman of the Nominating and Governance Committee, c/o the Secretary of VF at the address set forth in the preceding sentence, or call the VF Ethics Helpline at1-866-492-3370 or send an email message to corpgov@vfc.com. The Secretary forwards all such communications, other than solicitations and frivolous communications, to the Chairman of the Nominating and Governance Committee.
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CORPORATE GOVERNANCE AT VF |
RELATED PARTY TRANSACTIONSRelated Party Transactions
Since the beginning of VF’s last fiscal year, no financial transactions, arrangements or relationships, or any series of them, were disclosed or proposed through VF’s processes for review, approval or ratification of transactions with related persons in which (i) VF was or is to be a participant, (ii) the amount involved exceeded $120,000, and (iii) any related person had or will have a direct or indirect material interest. A related person means any person who was a director, nominee for director, executive officer or 5% owner of the Common Stock of VF, or an immediate family member of any such person. PNC Bank, N.A., which is one of threeco-trustees under the Deeds of Trust dated August 21, 1951 and under the Will of John E. Barbey (see footnote 2 to the “Common Stock Beneficial Ownership of Certain Beneficial Owners” table on page 47)49), is one of several lenders party to VF’s revolving credit facility. The credit facility was entered in the ordinary course of business, was made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and did not involve more than the normal risk of collectability or present other unfavorable features.
The VF Code of Business Conduct prohibits any associate, including officers and directors, of VF from owning any interest in (excluding publicly traded securities) or having any personal contract or agreement of any nature with suppliers, contractors, customers or others doing business with VF that might tend to influence a decision with respect to the business of VF. Each of the Chief Executive Officer and senior financial officers must disclose to the General Counsel any material transaction or relationship that reasonably could be expected to give rise to such a conflict of interest, and the General Counsel must notify the Nominating and Governance Committee of any such disclosure. Conflicts of interest involving the General Counsel must be disclosed to the Chief Executive Officer, and the Chief Executive Officer must notify the Nominating and Governance Committee of any such disclosure.
In addition, all directors and persons subject to reporting under Section 16 of the Rules and Regulations under the Securities Exchange Act of 1934 are required to disclose any transaction between them, entities they own an interest in, or their immediate family members, and VF (other than transactions available to all employees generally or transactions of less than $100,000 in value) to the General Counsel. The General Counsel presents any items disclosed by any director to the full Board of Directors, and any item disclosed by an officer to the Nominating and Governance Committee.
BOARD OF DIRECTORSBoard of Directors
Eleven of VF’s current directors and ten of the nominees for director arenon-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). The Board has adopted categorical standards that are part of the Corporate Governance Principles to assist it in making determinations of independence, which are attached to this proxy statement asAppendix A.A. 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 withnon-management directors,
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transactions are not considered to be a material transaction that would impair the independence of the relevantnon-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 11ten of VF’s 13 directorseleven nominees for director are free of any material relationship with VF, other than their service as directors, and are “independent” directors both under the New York Stock Exchange Listing Standards and the categorical standards adopted by the Board. The Board determined that Ms. Chugg, and Ms. Lang, and Ms. Roberts and Messrs. Carucci, de Bedout,Dorer, Hoplamazian, Hurst, McCollough, McMullen, Otis, Shattock and ViaultShattock are independent directors, and that Messrs. Wiseman andMr. Rendle areis not an independent directors.director. The Board, in making its determination as to Mr. Hoplamazian’s independence, considered that he is President, Chief Executive Officer and a director of Hyatt Hotels Corporation, which is a vendor to VF Corporation in the ordinary course of business. The Board, in making its determination as to Mr. McMullen’s independence, considered that he is Chairman and Chief Executive Officer of The Kroger Co. which transacts business with VF in the ordinary course of business. The Board, in making its determination as to Ms. Chugg’s and Mr. Otis’s independence, considered that Ms. Chugg and Mr. Otis serve as two of the three Trustees under the Deeds of Trust dated August 21, 1951 and the Will of John E. Barbey (collectively, the “Trusts”).
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CORPORATE GOVERNANCE AT VF |
Board of Directors |
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 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.
During 2015,2017, VF’s Board of Directors held seveneight 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 2017, and every member of the Board who was a Board member in April 20152017 attended the Annual Meeting of Shareholders in April 2015.2017.
BOARD COMMITTEES AND THEIR RESPONSIBILITIESBoard Committees and Their Responsibilities
The Board has Executive, Audit, Finance, Nominating and Governance, and Talent and Compensation Committees. The Board has determined that each of the members of the Audit, Nominating and Governance and Talent and Compensation Committees is independent. Each of these committees is governed by a written charter approved by the Board of Directors. Each is required to perform an annual self-evaluation, and each committee may engage outside independent advisors as the committee deems appropriate. A brief description of the responsibilities of the Audit, Finance, Nominating and Governance and Talent and Compensation Committees follows.
Audit Committee:The Audit Committee monitors and makes recommendations to the Board concerning the financial policies and procedures to be observed in the conduct of VF’s affairs. Its duties include:
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As of the date of this proxy statement, the members of the Committee are Messrs. de BedoutOtis (Chairman), Carucci, Hoplamazian,Dorer, and McMullen, and Otis.Ms. Roberts. The Committee held nine meetings during 2015.2017. The Board of Directors has determined that all of the members of the Committee are independent as independence for audit committee members is defined in the New York Stock Exchange Listing Standards and the Securities and Exchange Commission regulations and that all are financially literate. The Board of Directors has further determined that Messrs. Carucci, Hoplamazian,Dorer, McMullen and Otis, and Ms. Roberts qualify as “audit committee financial experts” in accordance with the definition of “audit committee financial expert” set forth in the Securities and Exchange Commission regulations and have accounting and related financial management expertise within the meaning of the Listing Standards of the New York Stock Exchange. Messrs. Carucci, Hoplamazian,Dorer, McMullen and Otis and Ms. Roberts acquired those attributes through acting as or actively overseeing a principal financial officer or principal accounting officer of a public company. Each of them has experience overseeing or assessing the performance of companies with respect to the evaluation of financial statements.
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CORPORATE GOVERNANCE AT VF |
Board Committees and Their Responsibilities |
Finance Committee:The Finance Committee monitors and makes recommendations to the Board concerning the financial policies and procedures of VF. The responsibilities of the Committee include reviewing and recommending to the Board, as appropriate, actions concerning:
As of the date of this proxy statement, the members of the Committee are Messrs. Carucci (Chairman), de Bedout,Hoplamazian, Hurst and Shattock and ViaultMs. Lang and Ms. Lang. Messrs. Wiseman andRoberts. Mr. Rendle serveserves as anex officiomembersmember of the Committee. The Committee held five meetings during 2015.2017.
Nominating and Governance Committee:The responsibilities of the Nominating and Governance Committee include:
The Committee annually evaluates each director to determine his or her fitness and appropriateness for continued service on the Board. As of the date of this proxy statement, the members of the Committee are Messrs. McCollough (Chairman), Hoplamazian, Hurst,Dorer, McMullen and Otis and Ms. Chugg. The Committee held five meetings during 2015.
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2017.
Talent and Compensation Committee:The Talent and Compensation Committee (the “Compensation Committee”) has the authority to discharge the Board’s responsibilities relating to compensation of VF’s executives and to review and make recommendations to the Board concerning compensation and benefits for key employees. The responsibilities of the Compensation Committee include:
The Committee has the authority to retain or obtain the advice of any compensation consultant, legal counsel or other adviser. The Committee may only select a compensation consultant, legal counsel or other adviser after taking into consideration the factors that affect the independence of such advisers as identified by the Securities and Exchange Commission and the New York Stock Exchange. The Committee has retained Frederic W. Cook & Co., Inc. (“FredericFW Cook”) as its independent compensation consultant to assist the Committee in accomplishing its objectives. FredericFW Cook has no relationship with VF other than providing services to the Compensation Committee.
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CORPORATE GOVERNANCE AT VF |
Board Committees and Their Responsibilities |
The Chief Executive Officer makes his performance evaluation comments and recommendations to the Committee regarding compensation for executives reporting directly to him. VF management purchases aggregate executive compensation data from Willis Towers Watson (“Towers”) from its database of over 700 U.S.-based companies to assist the Chief Executive Officer in making those recommendations to the Committee. The Committee has the authority to form and delegate authority to subcommittees as it deems appropriate. The role of the Committee, the compensation consultant and management in executive compensation is discussed in further detail in the Compensation Discussion and Analysis beginning on page 17. The18. As of the date of this proxy statement, the members of the Committee are Messrs. ViaultShattock (Chairman), McColloughHoplamazian, Hurst and ShattockMcCollough and Ms. Chugg and Ms. Lang. The Committee held sixfour meetings during 2015.2017.
Compensation Committee Interlocks and Insider ParticipationCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of the Compensation Committee (i) has ever been an officer or employee of VF, (ii) had any relationship requiring disclosure by VF under the rules and regulations established by the Securities and Exchange Commission, or (iii) is an executive officer of another entity at which one of VF’s
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executive officers serves on the board of directors. None of VF’s executive officers has served during 20152017 as a director or a member of the compensation committee of another entity, one of whose executive officers serves as a member of the VF Board of Directors or Compensation Committee.
Board Leadership Structure and Board Oversight of RiskBOARD LEADERSHIP STRUCTURE AND BOARD OVERSIGHT OF RISK
Eric C. WisemanSteven E. Rendle serves as both Chief Executive Officer and Chairman of the Board of VF. The members of the Board possess considerable experience and unique knowledge of the challenges and opportunities VF faces and the Board believes that the most effective leadership structure for VF is for Mr. WisemanRendle to serve as both Chairman of the Board and Chief Executive Officer. Further, the Board believes VF has a strong governance structure in place with sufficient processes to provide for independent discussion among directors and for independent evaluation of, and communication with, many members of senior management. These processes include the lead independent director structure adopted by the Board in 2015. The Board has concluded that VF and its shareholders are best served by not having a formal policy on whether the same individual should serve as both Chief Executive Officer and Chairman of the Board. The Board retains the flexibility to determine the appropriate leadership structure based on the circumstances at the time of the determination.
Since April 2016, W. Alan McCollough has served as lead director, and his duties include presiding at meetings of the Board at which the Chairman is not present, serving as a liaison between the Chairman and the independent directors, approving meeting agendas and schedules, having authority to call meetings of the independent directors and being available for consultation and direct communication with major shareholders.
The Board of Directors considers its role in risk oversight when evaluating VF’s Corporate Governance Principles and its leadership structure. Both the Corporate Governance Principles and the Board’s leadership structure facilitate the Board’s oversight of risk and communication with management. Our Chairman and Chief Executive Officer is focused on VF’s risk management efforts and ensures that risk matters are appropriately brought to the Board and/or its committees for their review. The Board executes oversight responsibility for risk both as a whole and through delegation to its committees, for example:
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CORPORATE GOVERNANCE AT VF |
DIRECTORS’ COMPENSATIONDirectors’ Compensation
The primary components of compensation for ournon-employee directors are cash retainer, Lead Director and Committee Chairman fees and equity-based grants of nonqualified stock options to purchase shares of Common Stock and restricted awards (restricted stock or restricted stock units (“RSUs”)) under VF’s 1996 Stock Compensation Plan. The Board sets directors’ compensation annually based on analysis of information provided by the independent compensation consultant to the Compensation Committee regarding director compensation at publicly traded companies of a size comparable to VF. Based on that analysis, for 20152017 the Board eliminated committee fees and increased theestablished a lead director annual retainer from $60,000 to $90,000.in the amount of $20,000. The following describes our current 2017non-employee director compensation:
Annual Retainer | $90,000 | |
Annual Equity Retainer | Approximately | |
Committee Fees | None | |
Lead Director Fee | $20,000 | |
Committee Chairman Fee | $20,000 | |
Meeting Fee for Board meeting in excess of ten meetings during the year | $2,000 per meeting | |
Special Assignments in connection with Board or Committee Activity | $1,000 per day per assignment | |
Stock Ownership | Stock ownership with a fair market value equal to five times the annual retainer2 |
1 | The actual dollar value for options and RSUs awarded to Directors varies slightly due to sizing of equity awards and in |
2 | All of the directors have exceeded the guideline targets for director stock ownership except for Mr. |
Messrs. Wiseman andMr. Rendle, the only directorsdirector who are also employeesis an employee of VF, dodoes not receive any compensation in addition to theirhis regular compensation for service on the Board and attendance at meetings of the Board or any of its committees. VF does not provide pension, medical or life insurance benefits to itsnon-employee directors.
Eachnon-employee director may elect to defer all or part of his or her retainer and fees into equivalent units of VF Common Stock under the VF Deferred Savings Plan forNon-Employee Directors. All Common Stock equivalent units receive dividend equivalents. Deferred sums, including Common Stock equivalent units, are payable in cash to the participant upon termination of service or such later date specified in advance by the participant. EightSix directors elected to defer compensation in 2015.2017.
VF reimbursesnon-employee directors for travel and lodging expenses incurred in the performance of their duties. Directors traveling on VF business are covered by VF’s business travel accident insurance policy which generally covers all VF employees and directors. Directors are encouraged to attend formal training programs in areas relevant to the discharge of their duties as directors. VF reimburses expenses incurred by directors attending such programs. Each director is eligible to participate in VF’s matching gift program for institutions of higher learning and National Public Television and Radio up to an aggregate of $10,000 per year. This program is available to all VF employees and directors.
ELECTIONOF DIRECTORS Upon a director’s retirement from the Board, VF will make donations of up to $10,000 to a charitable organization selected by the director. Directors are also eligible for discounts on VF products equal to discounts available to all employees of VF.
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CORPORATE GOVERNANCE AT VF |
Directors’ Compensation |
2017 INDEPENDENT DIRECTOR COMPENSATION
Director | Fees Earned or Paid in Cash (1) ($) | RSU ($) | Option Awards (3) ($) | All Other Compensation (4) ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||
DIRECTOR | FEES EARNED OR PAID IN CASH (1) ($) | RSU AWARDS (2) ($) | OPTION AWARDS (3) ($) | ALL OTHER COMPENSATION (4) ($) | TOTAL ($) | ||||||||||||||||||||||||||||||||||||||||
Richard T. Carucci | $ | 110,000 | $ | 72,562 | $ | 75,296 | $ | -0- | $ | 257,858 | $110,000 | $80,045 | $82,965 | $ | -0- | $273,010 | |||||||||||||||||||||||||||||
Juliana L. Chugg | 90,000 | 72,562 | 75,296 | 1,342 | 239,200 | 90,000 | 80,045 | 82,965 | -0- | 253,010 | |||||||||||||||||||||||||||||||||||
Juan Ernesto de Bedout | 110,000 | 72,562 | 75,296 | 10,000 | 267,858 | ||||||||||||||||||||||||||||||||||||||||
Ursula O. Fairbairn* | 45,000 | 72,562 | 75,296 | 6,767 | 199,625 | ||||||||||||||||||||||||||||||||||||||||
George Fellows* | 45,000 | 72,562 | 75,296 | 1,276 | 194,134 | ||||||||||||||||||||||||||||||||||||||||
Juan Ernesto de Bedout *
| 55,000 | 80,045 | 82,965 | 20,000 | 238,010 | ||||||||||||||||||||||||||||||||||||||||
Benno Dorer
| 90,000 | 80,045 | 82,965 | -0- | 253,010 | ||||||||||||||||||||||||||||||||||||||||
Mark S. Hoplamazian | 90,000 | 72,562 | 75,296 | -0- | 237,858 | 90,000 | 80,045 | 82,965 | -0- | 253,010 | |||||||||||||||||||||||||||||||||||
Robert J. Hurst | 90,000 | 72,562 | 75,296 | 12,814 | 250,672 | 90,000 | 80,045 | 82,965 | 10,000 | 263,010 | |||||||||||||||||||||||||||||||||||
Laura W. Lang | 90,000 | 72,562 | 75,296 | 1,022 | 238,880 | 90,000 | 80,045 | 82,965 | -0- | 253,010 | |||||||||||||||||||||||||||||||||||
W. Alan McCollough | 105,000 | 72,562 | 75,296 | 11,022 | 263,880 | 130,000 | 80,045 | 82,965 | 10,000 | 303,010 | |||||||||||||||||||||||||||||||||||
W. Rodney McMullen* | -0- | -0- | -0- | -0- | -0- | ||||||||||||||||||||||||||||||||||||||||
W. Rodney McMullen
| 90,000 | 80,045 | 82,965 | -0- | 253,010 | ||||||||||||||||||||||||||||||||||||||||
Clarence Otis, Jr. | 95,000 | 72,562 | 75,296 | 1,022 | 243,880 | 100,000 | 80,045 | 82,965 | -0- | 263,010 | |||||||||||||||||||||||||||||||||||
Carol L. Roberts
| 90,000 | 80,045 | 82,965 | -0- | 253,010 | ||||||||||||||||||||||||||||||||||||||||
Matthew J. Shattock | 90,000 | 72,562 | 75,296 | -0- | 237,858 | 110,000 | 80,045 | 82,965 | -0- | 273,010 | |||||||||||||||||||||||||||||||||||
Raymond G. Viault | 110,000 | 72,562 | 75,296 | 1,022 | 258,880 |
* |
1 | Messrs. Carucci, |
2 | Each Director serving in |
3 | Each Director serving in |
4 | The amounts in this column reflect matching contributions under VF’s charitable matching gift program |
COMPENSATION DISCUSSIONAND ANALYSISEXECUTIVE COMPENSATION
Compensation Discussion and Analysis
INTRODUCTION
This Compensation Discussion and Analysis explains VF’s executive compensation program, compensation philosophy and objectives, the components of executive compensation, and executive stock ownership. The focus of the analysis is on the Company’s named executive officers listed in the Summary Compensation Table (the “NEOs”):
NAME | TITLE | |
Steven E. Rendle | Chairman of the Board, President and Chief Executive Officer | |
Scott A. Roe | Vice President and Chief Financial Officer | |
Scott H. Baxter | Vice President and Group President – Outdoor and Action Sports Americas | |
Aidan O’Meara* | Vice President and Group President – VF International (effective April 1, 2017) | |
Curtis A. Holtz | Vice President and Group President – Workwear, Jeans and Sportswear Brands | |
Eric C. Wiseman* | Former Chairman of the Board | |
Karl Heinz Salzburger* | Former Vice President and Group President – VF International (through March 31, 2017) |
* Mr. ShearerWiseman retired effective April 1, 2015.October 28, 2017. Mr. Salzburger retired effective December 30, 2017. Mr. O’Meara resigned effective January 9, 2018.
EXECUTIVE SUMMARYEXECUTIVE SUMMARY
Our Compensation Philosophy. – VF’s Executive Compensation Program (the “Program”) is designed to enableto:
EXECUTIVE COMPENSATION
Elementscompensation of our Program.executives with the shareholder returns
Balance of Base Salary andAt-Risk Pay for Performance Components Total– VF’s philosophy is that a significant portion of each executive’s total direct compensation is composedshould beat-risk, meaning subject to fluctuation based on VF’s financial performance and stock price performance. Theat-risk components of base salary,total compensation targets are annual cash incentive awardsincentives and long-term equity incentive awards.compensation. The table below summarizes the elementsat-risk portion of total direct compensation opportunities for our CEO and other NEOs. Overall, 90% of CEO target total direct compensation and 75% of other NEO target total direct compensation (excluding retention awards and Mr. Shearer, who retired during 2015) are performance based:is progressively greater for higher level positions.
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2015 Financial and Operational Highlights
Highlights of VF’s performance in 2015 – a year that included a softer consumer environment, record warm weather and a dramatically strengthened U.S. dollar – included:
VF intends to continue this strategy of compensating its executives through programs that substantially link executive compensation to VF’s performance, with a view to striking an appropriate balance between the impactlong-term and short-term performance of VF, and between VF’s financial performance and shareholder return. Taking into consideration VF’s strategy, our value creation model, and leading governance practices, we reviewed our compensation programs during 2017. As a $250.0 million discretionary pension contribution byresult, the company.
References to 2015 foreign currency amounts above reflectlong-term commitments. Key among the changes taking effect in foreign exchange rates from 2014 and their impact on both translating foreign currencies into U.S. dollars and on transactions denominated in2018 is the establishment ofpre-set three-year growth targets measured over a foreign currency.
EXECUTIVE COMPENSATION
three-year period for VF’s long-term performance restricted stock units, thus emphasizing VF’s commitment to sustained long-term performance.
Our Governance Practices. Practices –Our executive compensation practices support good governance and mitigate excessive risk-taking. Below we highlight key compensation practices that we have implemented in our Program to promote the interests of shareholders and ensure responsible compensation and governance practices:
WHAT WE DO
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Annual |
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Long-term incentive compensation tied to VF’s total shareholder return (“TSR”) relative to TSR of S&P 500 companies |
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“Double trigger” required for severance underchange-in-control agreements and for accelerated vesting of equity awards |
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![]() | Significant stock ownership guidelines for executives |
![]() | Claw-back provisions for cash and equity performance-based compensation |
![]() | Compensation consultant to the |
WHAT WE DO NOT DO |
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![]() | No back dating orre-pricing of stock options and stock appreciation rights |
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At our 20152017 Annual Meeting, shareholders showed strong support for our executive compensation program, with approximately 94%93% of the votes cast in favor of our advisory resolution“say-on-pay” resolution..
End of Executive Summary2017 Financial and Operational Highlights
COMPENSATION DECISION-MAKING PROCESS
The Compensation Committee
VF’s Compensation Committee, composed entirely of independent directors, reviews all components of the Program annually to confirm that they are necessary and appropriate to promote VF’s strategic objectives while considering the competitive marketplace for executive talent. The Committee is responsible for reviewing and approving VF’s goals and objectives relative to the Chairman and Chief Executive Officer’s compensation, setting his compensation levels and formulating his compensation package, as well as reviewing and approving the compensation packages for the other NEOs. The Committee also annually reviews the performance of the Chairman and Chief Executive Officer and reviews the evaluations of the other NEOs.
The Committee considered the results of the vote by VF shareholders on the 2015 advisory “say-on-pay” proposal in connection with the discharge of its responsibilities. A substantial majority (94%) of VF’s shareholders voting on the proposal approved the compensation programs described in our proxy
EXECUTIVE COMPENSATION
VF’s global business model, diverse brand portfolio, and focused operational discipline helped the company deliver strong results in 2017. Highlights of VF’s performance in 2017 included: • Full year 2017 revenue from continuing operations increased 7 percent to $11.8 billion, including an approximate 2 percentage point revenue growth contribution from the Williamson-Dickie acquisition; • Full year 2017 gross margin from continuing operations increased 120 basis points to a record high of 50.5%; • Full year 2017 diluted earnings per share from continuing operations was $1.79, including a $1.15 per share negative impact from recent U.S. tax legislation; and • 2017 cash flow from operations reached approximately $1.5 billion and the company returned approximately $1.9 billion to shareholders through dividends and share repurchases. End of Executive Summary |
statement for the 2015 Annual Meeting of Shareholders.
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 19
EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
Compensation Program
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Committee continually monitors external compensation practices that meet high governance standards and will consider their implementation as appropriate. In this regard, our Committee receives regular reports on such practices from its independent compensation consultant, reviews the analysesfundamental philosophy of our compensation program byProgram is to pay for performance, achieved through the leading proxy voting advisory firms, and receives feedback fromalignment of our shareholders through our investor relations department.
Compensation Consultant
The Committee retained Frederic W. Cook & Co., Inc. (“Frederic Cook”) as its independent compensation consultant to assist the Committee in accomplishing its objectives for 2015. Frederic Cook is independent of VF, having no relationship with VF other than providing advisory servicesexecutives’ pay to the Committee. In reviewing Frederic Cook’s independence, the Committee has considered the six factor test prescribed under New York Stock Exchange Rules. The Committee has sole authority to retain or terminate the serviceachievement of its compensation consultantoverall short- and to establish the fees to be paid to the consultant. At the Committee’s request, a representativelong-term business strategies of Frederic Cook attended all meetings and executive sessions of the Committee in 2015. The Committee instructs Frederic Cook annually to independently prepare an analysis of compensation data relating to the Chairman and Chief Executive Officer and report to the Committee on the compensation data provided by management regarding the other named executive officers. Additionally, Frederic Cook periodically reviews the industry group of publicly traded apparel/retail and consumer products companies, specified below, whose compensation data is used by the Compensation Committee in its process of establishing compensation targets (collectively, the “Industry Group”). Frederic Cook also advises the Committee on current executive compensation practices that meet high governance standards, as well as current market trends, regulatory issues and developments related to executive compensation and director compensation.
Management’s Role in the Compensation Setting Process
As requested by the Committee, management is responsible for providing Frederic Cook with information to facilitate its role in advising the Committee and preparing information for each Committee meeting. The Vice President, Chief Human Resources Officer and the Chairman and Chief Executive Officer generally attend Committee meetings, except the executive sessions that are held as part of each meeting. These executives also work with the Committee Chairman to prepare the agenda for each meeting, provide information on VF’s strategic objectives to the Committee and make recommendations to the Committee regarding business performance targets and objectives for all senior executives including the Chairman and Chief Executive Officer.
Based on management’s knowledge of the publicly traded companies with which VF is most likely to compete for top executives, management also, in consultation with Frederic Cook, recommends for the Committee’s consideration the Industry Group whose compensation data is used by the Compensation Committee. In addition, the Chairman and Chief Executive Officer makes recommendations to the Committee regarding compensation for executives reporting directly to him.
EXECUTIVE COMPENSATION
COMPENSATION PROGRAM
Compensation Philosophy and Objectives
VF. The Program incorporates four compensationthe following objectives:
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4.
VF balances the Program’s principal compensation elements by establishing target total direct compensation levels made up of the following elements:
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Our Program is designed to balance fixed and performance-based compensation components, and incentivize responsible achievement of multiple operating goals overone- and three-year periods. For the purpose of valuing total direct compensation, the performance-based elements are valued at their grant date at target levels. Such awards also provide for above- and below-target payout levels and in this waythereby directly motivate executives to achieve VF’s business goals, reward them for achieving and exceeding these goals and reduce compensation below target levels if goals are not achieved.
EXECUTIVE COMPENSATIONFollowing are the Elements of our Program:
TYPE | COMPONENT | ELEMENT | TERMS | OBJECTIVE | PERFORMANCE PERIOD | |||||
Fixed Compensation | Annual Base Salary | Cash | • Fixed pay reflective of an executive’s role, responsibilities and individual performance
• Reviewed annually | • Competitively compensate executives for their level of responsibility, skills, experience and sustained individual contribution | N/A | |||||
Performance- Based Compensation | Annual Incentive Awards | Cash | • Variable, performance-based cash compensation earned based on achievingpre-established annual goals • Annual payouts range from 0% to 200% of the targeted incentive opportunity | • Link compensation to annual operating performance | One Year | |||||
Long-term equity incentive awards | Performance- Based Restricted Stock Units (“RSUs”) | • Variable, performance-based equity compensation earned based on achievingpre-established financial goals and relative total shareholder return over a three-year performance period • Payouts range from 0% to 225% of the targeted incentive opportunity • Generally vest three years from grant date • Dividend equivalent units accumulate during the vesting period, but remain subject to performance • Paid in shares of VF Common Stock upon vesting | • Link rewards to long-term operating performance • Link rewards to shareholder value creation through stock price growth • Aid in retention | Three Years | ||||||
Stock Options | • Generally vest one third each year for three years • Expire after ten years • Granted at fair market value | • Link rewards to shareholder value creation through stock price growth • Aid in retention | Up to Ten Years |
In establishing the elements of executive compensation, the Committee, in consultation with Frederic Cook,its independent consultant, assesses whether the Program’s terms promote unnecessary risk-taking. In performing this assessment, the Committee reviews with Frederic Cook such compensation design elements as pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, equity incentives, stock ownership requirements, clawbacks and VF’s trading policies. After performing this analysis, the Committee has concluded that the Program does not promote excessive or unnecessary risk-taking.
Competitive 20VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
Compensation TargetsDecision-Making Process – Roles and Responsibilities
THE TALENT AND COMPENSATION COMMITTEE | ||
VF’s Talent and Compensation Committee, composed entirely of independent directors, reviews all components of the Program annually to confirm that they are necessary and appropriate to promote VF’s strategic objectives while considering the competitive marketplace for executive talent. In addition, pertaining to their compensation related roles and responsibilities, the Committee: | ||
• Reviews and approves VF’s goals and objectives relative to the Chairman and Chief Executive Officer’s compensation, sets his compensation levels and formulates his compensation package • Annually reviews the performance of the Chairman and Chief Executive Officer and reviews the evaluations of the other NEOs • Reviews and approves the compensation packages for the other NEOs • Approves base salary adjustments to the extent they are warranted by changes in market pay data and other considerations • Approves annual and long-term incentive award payouts based on performance achieved relative to thepre-established performance targets • Evaluates and approves executive officer compensation to ensure that a significant portion is performance-based, while creating incentives for above-target performance and consequences for below-target performance • Confirms that total compensation paid to each executive officer is appropriate based on comparing the Company’s financial performance relative to the peer group as measured by financial metrics including total shareholder returns and operating performance • Reviews and establishes the peer group companies used as a reference to compare Company performance and executive officer compensation • Continually monitors external compensation practices that meet high governance standards and considers their implementation as appropriate – receives regular reports on such practices from its independent compensation consultant, reviews the analysis of the Program by the leading proxy voting advisory firms, and receives feedback from VF shareholders through VF’s investor relations department | • Considers the results of the vote by VF shareholders on the annual advisory“say-on-pay” proposal in connection with the discharge of its responsibilities • Reviews and approves executive compensation policies, such as share ownership requirements and prohibitions against pledging and hedging of VF shares • Performs Total Compensation Review to understand the amounts of all elements of the executives’ compensation • Annually reviews tally sheets summarizing all components of VF’s top executives’ compensation including current cash compensation (base salary and annual cash incentive awards) and assumed value of long-term equity incentive compensation (performance-based RSUs and stock options) • Annually reviews the dollar value to the executive and the cost to VF of all perquisites and other benefits, payout obligations under VF’s Pension Plan and VF’s Supplemental Executive Retirement Plan, aggregate balances under VF’s deferred compensation plans, and projected payout levels under severaltermination-of-employment scenarios, including termination with and without cause and termination after a change in control of VF | |
THE INDEPENDENT COMMITTEE CONSULTANT | ||
The Committee retained Frederic W. Cook & Co. Inc. (“FW Cook”) as its independent compensation consultant to assist the Committee in accomplishing its objectives for 2017. FW Cook is independent of VF, having no relationship with VF other than providing advisory services to the Committee. In reviewing FW Cook’s independence, the Committee has considered the six factor test prescribed under New York Stock Exchange rules. The Committee has sole authority to retain or terminate the service of its compensation consultant and to establish the fees to be paid to the consultant. | ||
• At the Committee’s instruction annually, independently prepare an analysis of compensation data relating to the Chairman and Chief Executive Officer and report to the Committee on the compensation data provided by management regarding the other NEOs • At the Committee’s request, a representative of FW Cook attended all meetings and executive sessions of the Committee in 2017 | • Advises the Committee on current executive compensation practices that meet high governance standards, as well as current market trends, regulatory issues and developments related to executive compensation and director compensation • Periodically reviews the industry group of publicly traded apparel/retail and consumer products companies whose compensation data is used by the Committee in its process of establishing compensation targets (collectively, the “Industry Group”) | |
VF MANAGEMENT | ||
As requested by the Committee, management is responsible for providing FW Cook with information to facilitate its role in advising the Committee and preparing information for each Committee meeting. | ||
• The Vice President, Chief Human Resources Officer and the Chairman and Chief Executive Officer generally attend Committee meetings, except the executive sessions that are held as part of each meeting • Work with the Committee Chairman to prepare the agenda for each meeting • The Chairman and Chief Executive Officer makes recommendations to the Committee regarding compensation for NEOs (other than himself) • The Chairman and Chief Executive Officer provides the Committee with a self-assessment based on achievement of the agreed-upon objectives and other leadership accomplishments | • Provide information on VF’s strategic objectives to the Committee and make recommendations to the Committee regarding business performance targets and objectives for all senior executives including the Chairman and Chief Executive Officer • In consultation with FW Cook, recommends for the Committee’s consideration the Industry Group whose compensation data is used by the Committee, based on management’s knowledge of the publicly traded companies with which VF is most likely to compete for top executives |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 21
EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
COMPETITIVE COMPENSATION TARGETS AND THE ROLE OF THE INDUSTRY GROUP
In 2015, Frederic2017, FW Cook and management each independently utilized data from the Willis Towers Watson (“Towers”) executive compensation database, which includes executive compensation data for over 700 U.S.-based companies (the “Comparison Data”), to assist in establishing compensation targets for 2015. 2017.
In addition, the Committee evaluated compensation data regarding theutilizes an Industry Group to assure that the compensation targets wereevaluate whether executive officer pay levels are reasonable as compared to other similarly situated apparel/retail and consumer products companies most likely to compete with VF for executive talent.on a relative basis. The Committee primarily identifies companies that comprised VF’sare of comparable size (based on revenue and market capitalization), and meet a majority of several criteria, such as
The Industry Group in 2015 (unchanged from 2014) were as follows:fall into the following business types:
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The Compensation Committee sets target total direct compensation (base salary, target annual cash incentive awards and target annual long-term equity incentive award values) for senior executives generally between the 50th and 75th percentile of the Comparison Data (subject to the fluctuation of foreign exchange rates for executives paid in currency other than the U.S. dollar). The Committee considers the scope of the executive’s duties, the executive’s experience in his or her role and
22VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
individual performance relative to his or her peers to establish the appropriate point within that range of percentiles, or outside the range under circumstances that justify a deviation. For 2015,purposes of evaluating Chairman and CEO compensation data, the Committee excluded the anomalous compensation data for CEOs of Nordstrom, Inc. and Under Armour, Inc.
For 2017, the target total direct compensation was generally within thisthe 50th to 75th percentile range for each NEO other than Mr. RoeRendle who is new to his position. Generally, the Committee believes that it should set total direct compensation targets for VF’s senior executives within this range to appropriately motivate and reward strong performance and retain top talent at a reasonable cost to VF as indicated by the available data. The Committee targets total direct compensation for each VF executive officer to be competitive with compensation paid to executives in comparable positions according to the Comparison Data based on targeted performance goals established by the Committee. Thus, the Committee balances the elements of total direct compensation – salary, annual cash incentives and long-term equity incentives – in this process. Benefits are set at levels intended to be competitive but are not included in the Committee’s evaluation of total direct compensation. The Committee may also provide retention awards, but these are not considered in VF’s total direct compensation for purposes of setting target levels of NEO compensation.
EXECUTIVE COMPENSATION
The components of the target total direct compensation opportunity for each executive set by the Committee annually for each executive are short-term cash compensation (annual base salary and target annual cash incentive award) and long-term equity incentive compensation (stock options and performance-based RSUs under our VF’sMid-Term Incentive Plan). The Committee generally allocates between total cash compensation and equity compensation in a way intended to be competitive with the Comparison Data and the Industry Group. 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 VF’s Industry Group.
Balance of Base Salary and At-Risk Components
VF’s philosophy is that a significant portion of each executive’s total direct compensation should be at-risk, meaning subject to fluctuation based on VF’s financial performance and stock price performance. The at-risk components of total compensation targets are annual cash incentives and long-term equity compensation. The at-risk portion of total compensation is progressively greater for higher level positions. The portions of 20152017 target total direct compensation for each of the compensation elements for the executives named in this proxy statement (except for Mr. Shearer who did not receive equity compensation due to his retirement)NEOs were as follows:
Executive | Base Salary | Annual Cash Incentive Award | Long-term Equity Incentive Awards | At-risk Portion * | ||||||||||||
Mr. Wiseman | 10% | 18% | 72% | 90% | ||||||||||||
EXECUTIVE | BASE SALARY | ANNUAL CASH INCENTIVE AWARD | LONG-TERM EQUITY INCENTIVE AWARDS | AT-RISK PORTION* | ||||||||||||
Mr. Rendle | 19% | 19% | 62% | 81% |
12%
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19%
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69%
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88%
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Mr. Roe | 29% | 19% | 52% | 71% |
24%
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22%
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54%
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76%
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Mr. Baxter
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25%
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23%
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52%
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75%
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Mr. O’Meara
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33%
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19%
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48%
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67% | ||||||||||||
Mr. Holtz
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36%
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20%
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44%
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64%
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Mr. Wiseman
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21%
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33%
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45%
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79% | ||||||||||||
Mr. Salzburger | 25% | 18% | 57% | 75% |
26%
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18%
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56%
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74%
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Mr. Baxter | 26% | 20% | 54% | 74% |
*At-risk Portion includes Annual Cash Incentive Award and Long-term Equity Incentive Awards.
VF intends to continue this strategy of compensating its executives through programs that substantially link executive compensation to VF’s performance, with a view to striking an appropriate balance between the long-term and short-term performance of VF, and between VF’s financial performance and shareholder return. Our long-term equity incentive awards consist of performance-based restricted stock units and stock options, which generally have approximately equal grant date fair values.
EXECUTIVE COMPENSATION
Total Compensation Review
The Compensation Committee has established a practice of annually reviewing tally sheets summarizing all components of VF’s top executives’ compensation and the Committee performed this review in 2015. The Committee reviewed the dollar amounts affixed to all components of the executives’ 2015 compensation, including current cash compensation (base salary and annual cash incentive awards) and assumed value of long-term equity incentive compensation (performance-based RSUs and stock options). The Committee also reviewed the dollar value to the executive and the cost to VF of all perquisites and other personal benefits, payout obligations under VF’s Pension Plan and VF’s Supplemental Executive Retirement Plan, aggregate balances under VF’s deferred compensation plans, and projected payout levels under several termination-of-employment scenarios, including termination with and without cause and termination after a change in control of VF. The purpose of the annual review is to enable the Committee to understand the amounts of all elements of the executives’ compensation.
COMPONENTSVF CORPORATION |2018 ANNUAL MEETING OF TOTAL DIRECT COMPENSATION SHAREHOLDERS 23
EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
Components of Total Direct Compensation
Base SalaryBASE SALARY
Base salary of the named executive officers is designed to compensate executives for their level of responsibility, skills, experience and sustained individual contribution. Base salary is intended to be competitive as compared to salary levels for equivalent executive positions at companies in the Comparison Data and the Industry Group. The Committee believes that a competitive base salary provides the foundation for the total compensation package required to attract, retain and motivate executives in alignment with VF’s business strategies.
Target salary ranges and individual salaries for the named executive officers are reviewed by the Committee annually, as well as at the time of a promotion or other change in responsibilities. Each named executive officer is evaluated annually based on several components: key job responsibilities, key accomplishments and 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 named executive officer are based on (i) an assessment of the individual’s performance, (ii) the competitive market salary range for the individual’s position, and (iii) VF’s overall merit increase budget for salaries of senior employees.salaries. In addition, the Committee considers substantial increases in an executive’s responsibilities in setting base salary increases. Base salaries of the named executive officers are approved by the Committee members and all other independent members of the Board of Directors. Mr. Rendle was promoted to President and Chief Operating Officer in June 2015, and Mr. Roe was promoted to Vice President and Chief Financial Officer in April 2015. Each of these executives received an increase in his base salary commensurate with his increase in responsibilities. Annual base salary rates and percentage increases from 20142016 to 20152017 for the executive officers named in this proxy statement (except for Mr. Shearer who retired effective April 1, 2015)NEOs were as follows:
Executive | 2014 Base Salary | 2015 Base Salary | Percentage Increase From 2014 | |||||||||||||||||||
Mr. Wiseman | $ | 1,300,000 | $ | 1,350,000 | 3.8% | |||||||||||||||||
EXECUTIVE | 2016 BASE SALARY | 2017 BASE SALARY | PERCENTAGE INCREASE FROM 2016 | |||||||||||||||||||
Mr. Rendle | 725,000 | | 750,000 900,000 | * | 3.4% 24.1%* |
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$ 945,000
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$1,100,000
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16.4
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%(1)
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Mr. Roe | 383,000 |
| 394,490 600,000 | * | 3.0% 56.7%* |
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$ 675,000
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$ 700,000
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3.7
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%
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Mr. Roe
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$ 825,000
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17.9
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%(2)
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$ 685,000
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$ 725,000
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5.9
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%
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Mr. O’Meara
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€ 445,726
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CHF 675,000
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36.3
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%(3)
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Mr. Holtz
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$ 399,750
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$ 500,000
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25.1
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%(4)
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Mr. Wiseman
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$1,350,000
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$ 700,000
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(51.9
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Mr. Salzburger | € | 675,000 | € | 700,000 | 3.7% |
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€ 721,000
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€ 742,500
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3.0
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%(6)
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Mr. Baxter | 620,000 | 640,000 | 3.2% |
The increase in Mr. Rendle’s base salary |
(2) | The increase in Mr. Roe’s base salary |
(3) | The increase in Mr. O’Meara’s base salary was effective April 1, |
EXECUTIVE COMPENSATION
(4) | The increase in Mr. Holtz’s base salary was effective January 1, 2017 in connection with his promotion to Vice President and Group President – Workwear, Jeans and Sportswear Brands. |
(5) | Mr. Wiseman transitioned from Chairman and Chief Executive Officer to solely Chairman effective January 1, 2017, and retired as Chairman of the Board effective October 28, 2017. |
(6) | Mr. Salzburger transitioned to an advisory role effective April 1, 2017. |
Annual Cash IncentivesANNUAL CASH INCENTIVES
VF has a cash incentive plan for the named executive officers, the VF Executive Incentive Compensation Plan (“EIC Plan”). The EIC Plan focuses executive attention on annual VF performance as measured bypre-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.
Under the EIC Plan, performance goals are set each year by the Committee. The Committee used the competitive external Comparison Data to assist it in establishing targeted dollar amounts to award each named executive under the
24VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
EIC Plan. The Committee establishes each named executive’s targeted annual incentive opportunity under the EIC Plan after consideration of compensation data and the recommendations of the Chairman and Chief Executive Officer and FredericFW Cook. 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, but the Committee does not perform any formal internal pay equity calculation for any elements of executive compensation.reasonable.
The Committee established for 20152017 a “pre-set“pre-set goal” under the EIC Plan of diluted earnings per share from continuing operations in the amount of $0.63, adjusted to exclude the effects of impairment charges, pension curtailment or settlement charges, restructuring charges and other extraordinary items ornon-recurring items, and required changes in accounting policies (adjusted EPSearnings per share is anon-GAAP performance metric). Accordingly, no award for 20152017 could be paid to the designated executive officers under the EIC Plan unless thepre-set goal was achieved for fiscal 20152017 and up to 200% of the target awards could be paid to the designated executive officers provided that thepre-set goal was achieved. By requiring achievement of thepre-set goal, the Committee intends to preserve the tax deductibility to VF, to the extent applicable under Internal Revenue Code Section 162(m), of the award payouts up to the 200% level. The maximum potential individual award is $6,000,000 plus the amount of the participant’s accumulated unused annual limit as of the close of the prior year. In determining the actual EIC Plan payouts, the Committee used its discretion to set award payouts below the maximum potential award for each of the named executives. The Committee established “stretch” target performance goals as described below to determine the actual payouts to the executives. We submit the material terms of the EIC Plan to shareholders for approval every five years, most recently in 2013.
While it is the policy of the Committee to provide opportunities for annual incentive compensation for achievement ofpre-established performance goals based primarily on financial measures, the Committee also retains discretion to pay bonuses apart from the EIC Plan 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 suchpre-established goals.
EXECUTIVE COMPENSATION
Our Stretch Performance Goals.Goals – The Committee believes the following key drivers of total shareholder return should be the foundation for annual bonus payouts for its named executive officers:
OBJECTIVE* | RATIONALE | |
Earnings per share | Indicates the health of the overall company, and its sustained performance and profitability. | |
Gross margin percentage | Indicates the underlying profitability of the company. | |
Cash flow | Indicates the financial strength of the company and allows it to pursue opportunities that enhance shareholder value. | |
Net revenues, excluding revenues of acquired businesses | Key measure of top line growth that indicates sustainability of the company over the long term and its ability to generate profits. | |
Profit before tax | Profitability measure that can be comparedyear-to-year at the business level. | |
Net revenues of acquired | Indicates the success of the inorganic growth strategy of the company. | |
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* | Each metric (1) excludes the effects of adjustments related to impairment charges, pension curtailment or settlement charges, restructuring charges, other extraordinary items ornon-recurring items, and required changes in accounting policies, (2) is calculated based on continuing operations, (3) excludes any difference between actual foreign exchange rates and the foreign exchange rates used in VF’s |
** | In years in which the Company acquires a business or businesses the metric “Net revenue of acquired businesses” is applied as a modifier to the sum of the results achieved on each objective (excluding “Net revenue of acquired businesses”). |
The choice of which objectives are used and the relative weightings given to each objective varies (i) among named executive officers depending upon the business for which each named executive officer is responsible and (ii) from time to time based on VF’s strategic business goals. In February 2015,2017, stretch target performance goals for the named executive officers were set by the Committee after considering criteria and weighting recommended by management as well as advice from the Committee’s independent compensation consultant.FW Cook.
The stretch performance targets were set consistentin line with VF’s strategy to deliver consistent, profitable growth that provides sustainable, long-termlong term returns for VF shareholders.VF’s shareholders while considering the impact of external factors that impact short term performance. The targets reflected a number of factors, including the strengthening of the U.S. dollar versus virtually all major currencies, the strategic wind-down of the lucy brand, and bankruptcies, consolidations and door closures inmid-tier, sporting goods, mass channel customers primarily in North America. In setting objectives for 2015,addition, the Committee expected strong operational performance for eachtook into account a number of investments related to our priorities as outlined in our strategic 2021 plan. The Committee evaluated
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 25
EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
the weightings of the business Groupsstretch performance goals for 2016, and made no changes to the weightings for 2017, determining that the weightings and objectives focus on the most impactful annual performance metrics. The Committee retained Net Revenues of Acquired Businesses (“Acquisition Revenue”) as a modifier of VF Corporate while also anticipatingresults achieved against the adverse effectskey drivers of total shareholder return in years in which VF acquires a strong U.S. dollar onbusiness or businesses. Details of the International Group reported results and, to a lesser extent, the Corporate reported results. VF operates and reports using a 52/53-week fiscal year ending on the Saturday closest to December 31 of each year and, for 2015, the objectives reflected a 52-week operating year as compared to a 53-week operating year in 2014. Further, cash flow was impacted by a $250 million contribution in the first quarter of 2015 to fully fund VF’s U.S. pension plan. Accordingly, thestretch performance goals were set at levels deemed to be operationally challenging, but recognizing that foreign exchange rates, the length of the operational year and the pension contributionAcquisition Revenue modifier are not related to the operational execution by management.shown below.
The stretch target performance goals for Messrs. Wiseman,Rendle, Roe, and Shearer, and for Mr. Rendle effective upon his promotion to President and Chief Operating Officer,Wiseman were based 100% on the performance of VF Corporate (the “VF Performance Targets”) based on diluted earnings per share, gross margin, cash flow, and net revenues, excluding net revenues of recent acquisitions which act as a separate modifier as described above and net revenuesshown below. On April 1, 2017, Mr. Salzburger transitioned to an advisory role for VF focusing on strategic initiatives. As part of recent acquisitionsthat transition, Mr. Salzburger’s performance goals were based 100% on the VF Performance Targets for the portion that occurred during 2015 of the 12-month period following the acquisition (referred to below as “net revenues of acquired businesses”).
EXECUTIVE COMPENSATION
July 1, 2017 through September 30, 2017.
WEIGHTING |
| MESSRS. RENDLE, ROE, WISEMAN AND SALZBURGER VF | ||||
50% | Earnings per share | |||||
| 4% below 2016 earnings per share | |||||
15% | Gross margin percentage | Even with the 2016 level | ||||
15% | Cash flow | 3.2% above 2016 cash flow | ||||
20% | Net revenues, excluding revenues of acquired businesses | 0.3% above | ||||
2017 VF ACQUISITION REVENUE MODIFIER TARGET* | ||||||
MODIFIER | OBJECTIVE | TARGET | ||||
10% | Net revenues of acquired businesses | 2% of 2016 Revenues |
* | In years in which the Company acquires a business, achievement of “Net revenues of acquired businesses” is applied as a modifier to the sum of the results achieved on each objective. The overall maximum payout remains at 200%. |
For the remaining NEOs,Messrs. Baxter and for Mr. Rendle until June 2015,Holtz, the stretch target performance goals were based 40% on the VF Corporate performance objectivesPerformance Targets set forth above and 60% on the performance of the businesses for which they are responsible (the “Group Performance Targets”). During 2015,Stretch target performance goals were set for Mr. Rendle’sHoltz by our CEO prior to Mr. Holtz becoming a named executive officer of VF. Mr. O’Meara’s stretch performance goals were based 25% on the VF Performance Targets and 75% on VF Asia Performance Targets until his promotion to Group President, VF International on April 1, 2017. Effective April 1, 2017, Mr. O’Meara’s target performance goals were based 40% on the VF Performance Targets and 60% on the International Group Targets. Mr. Salzburger’s Group Performance Targets were based on the performance of the AmericasInternational Group until his promotiontransition to President and Chief Operating Officeran advisory role in June 2015, after which his performance goals were based solely on the VF Performance Targets set forth above for Messrs. Wiseman, Roe and Shearer.July 2017. The Group Performance Targets were based on operating profit less cost of capital charge (referred to below as “profit before taxes”), gross margin, cash flow and revenue; revenue for Americas and International is further divided into net revenues from ongoing businesses and net revenues of acquired businesses.revenue.
WEIGHTING |
| MR. BAXTER, OUTDOOR AND
| MR. HOLTZ, | MR. O’MEARA, | MESSRS. O’MEARA GROUP | |||||||||
50% | Profit before taxes
| 4.5% above the 2016 level | ||||||||||||
| 6.1% below the 2016 level | |||||||||||||
| 1.2% below the 2016 level | |||||||||||||
| 9.9% below the 2016 level | |||||||||||||
10% | Gross margin percentage | 110 basis points above the | 10 basis points below the | 106 basis points above the 2016 level | 50 basis points below the 2016 level | |||||||||
15% | Cash flow | 2.9% below the 2016 level | 9.0% below the 2016 level | .7% below the 2016 level | 8.3% below the 2016 level | |||||||||
25% | Net revenues | 4.4% above the 2016 level | 1.9% below the 2016 level | 5.5% above the 2016 level | 0.2% above the 2016 level |
* | Effective |
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EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
The objectives for the VF Performance Targets and the Group Performance Targets have different ranges of achievement. Each component of the objectives then
(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,
(2) is calculated based on continuing operations,
(3) using the Company’s long-standing currency neutral methodology, excludes any difference between actual foreign exchange rates and the foreign exchange rates used in VF’s 2015 financial plan at the time the Committee set the targets, and
(4) as indicated, apportions revenues between existing businesses and recently acquired businesses.
EXECUTIVE COMPENSATION
(1) | excludes the effects of adjustments related to impairment charges, pension curtailment or settlement charges, restructuring charges, other extraordinary items ornon-recurring items, and required changes in accounting policies, |
(2) | is calculated based on continuing operations, |
(3) | using the Company’s long-standing methodology, excludes any difference between actual foreign exchange rates and the foreign exchange rates used in VF’s 2017 financial plan at the time the Committee set the targets, and |
(4) | as indicated above for the VF Performance Targets, revenues are apportioned between existing businesses and recently acquired businesses, whereby revenue due to recently acquired businesses serves as a modifier to VF Corporate results in years in which VF acquires a business or businesses. |
In February 20152017 the Compensation Committee set individual target award amounts for the named executive officers for the fiscal year 2015.2017. These target award amounts are set forth on the Grants of Plan-Based Awards table on page 35.
Based on VF’s actual performance in 2015,2017, in February 20162018 the Committee determined that thepre-set goal for the EIC Plan had been achieved. The Committee further determined that the stretch target performance goals had been achieved as follows: for Messrs. Roe, Rendle and Wiseman, Roe and Shearer, 92%142%, for Mr. Rendle, 74%Baxter, 146%, for Mr. O’Meara, 156% (blended based on the period before and after his promotion to President)Group President – VF International), for Mr. Salzburger 83%,Holtz, 111% and for Mr. Baxter, 75%Salzburger, 153% (blended based on the period before and after his transition to an advisory role). The payments made to the named executive officers under the EIC Plan are set forth in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 34.33. Amounts may vary slightly due to rounding.
For the fiscal years 2013, 20142015, 2016 and 2015,2017, actual levels of achievement of the targeted incentive opportunity under the EIC Plan were 123%92%, 159%81% and 92%142%, respectively, of the VF Performance Targets.
Performance-Based Restricted Stock UnitsPERFORMANCE-BASED RESTRICTED STOCK UNITS
Under VF’sMid-Term Incentive Plan (“MTIP”), executives are awarded performance-based RSUs that give them the opportunity to earn shares of VF Common Stock for performance achieved over three-year cycles. Performance-based RSUs provide long-term incentive compensation for executives with the objectives of providing a focus on long-term value and increasing stock ownership. Performance-based RSUs 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. MTIP awards are forfeitable upon an executive’s termination of employment, except for the following:
(i) | a pro rata portion of the award will be deemed earned in the event of death or disability, |
(ii) | awards continue to accrue in full to the benefit of individuals who retire, provided that the individual was employed by VF for the first fiscal year of the cycle, |
(iii) | a pro rata portion of the award will be deemed earned in the event of a termination of the executive’s employment by VF without cause prior to a change in control, withpro-ration based on the part of the performance period in which the executive remained employed plus any period during which severance payments will be made, provided the individual was an active participant for at least twelve months during the performance cycle, and |
(iv) | the full award at the higher of target performance or actual performance achieved through the date of termination will be deemed earned in the event of a termination by VF without cause or by the executive for good reason after a change in control of VF. |
Dividend equivalents are paid on the shares actually paid out under the MTIP (no dividend equivalents are paid on any portion of the MTIP award not earned); at the payout date, the cash value of dividend equivalents is converted into additional shares.
For 2015,2017, the Committee established performance goals for the MTIP based on VF’s financial performance metrics as well as a relative performance metric to further align executive compensation with shareholder value creation. The first
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EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
component will be determined by multiplying the participant’s target number of RSUs by the average level of achievement of the stretch VF Performance Target goals established annually by the Committee under the EIC Plan during the three years of the performance period (between 0% and 200% of the participant’s target award), plus an additional number of shares equal to the dollar value of the dividends that would have accrued (without compounding) on the shares subject to the payout.. The second component, a relative performance metric, will be based on VF’s total shareholder return (“TSR”), as compared to the TSR generated by the S&P 500 companies during the applicable three-year period. At the end of the three-year performance period, the payout for each participant will
EXECUTIVE COMPENSATION
will:
(i) | remain unchanged if VF’s TSR is between the 75th and 25th percentile of TSR of the S&P 500 companies over the period, |
(ii) | increase in the amount of 25% of the participant’s target award if VF’s TSR is greater than or equal to the 75th percentile of TSR of the S&P 500 companies over the period, or |
(iii) | decrease in the amount of 25% of the participant’s target award if VF’s TSR is equal to or below the 25th percentile of TSR of the S&P 500 companies over the period. |
As a result of including this relative performance metric actual payouts may range from 0% to 225% of the targeted award. An additional number of shares equal to the dollar value of the dividends that would have accrued (without compounding) are added to the shares subject to the payout. The MTIP performance goals and related terms for the 2013-20152015-2017 performance period and the 2014-20162016-2018 performance period are substantially the same as described for the 2015-20172017-2019 performance period.
Deductibility to VF for federal income tax purposes of the value of the awards should be maintained so long as thepre-set goal of positive aggregate earnings per share from continuing operations is achieved for the three-year performance period. This goal was achieved for the 2013-20152015-2017 performance period. The Committee retains discretion with respect to the actual payouts provided that thepre-set goal is met. To preserve tax deductibility, we submitsubmitted the material terms of the 1996 Stock Compensation Plan, as amended and restated as of February 10, 2015 (the “Stock Plan”) to shareholders for approval at least every five years and did so in 2015.
In February 2016,2018, the Committee determined that the achievement of the EIC Plan stretch goals for VF for 20152017 of the three-year MTIP performance period was 92%142%. Therefore, the Committee determined that the level of achievement of the financial performance metric of the MTIP goal for the three-year period 20132015 through 20152017 was 125%105%, determined by averaging the achievement of the VF Performance Target goals under the EIC Plan for 2013 (123%2015 (92%), 2014 (159%2016 (81%) and 2015 (92%2017 (142%). In addition, the Committee determined that VF’s TSR for the 2013-20152015-2017 performance period was atabove the 25th percentile and below the 75th percentile of the S&P 500 companies during the period and, therefore, in accordance with the TSR performance metric for the performance period, payouts for the performance period would include an additional 25% of participants’ target awards.were not adjusted. As a result, the total achievement for the 2013-20152015-2017 performance period was 150%105%.
The performance-based RSU payout made in February 20162018 for the 2013-20152015-2017 performance period is set forth on the Option Exercises and Stock Vested table on page 38.39. The performance-based RSU target awards to the named executive officers made in February 20152017 for the 2015-20172017-2019 performance period are set forth in the Grants of Plan-Based Awards table on page 35. The grant-date fair value of RSU target awards for the three-year performance period beginning in each of 2013, 20142015, 2016 and 20152017 is reflected in the Stock Awards column of the Summary Compensation Table on page 34.33.
Stock OptionsSTOCK OPTIONS
Stock options awarded under the Stock Plan are intended to align executives’ and shareholders’ interests and focus executives on attainment of VF’s long-term goals. Stock options provide executives with the opportunity to acquire an equity interest in VF and to share in the appreciation of the value of the stock. They also provide a long-term incentive for the executive to remain with VF and promote shareholder returns. The Committee determines a value of options awarded to named executive officers as a component of the target total direct compensation.
Non-qualified stock options have a term of not greater than ten years and become exercisable not less than one year after the date of grant. Options are exercisable only so long as the option holder remains an employee of VF or its subsidiaries, except that, subject to earlier expiration of the option term, and to the specific terms and definitions contained in the Stock Plan, options generally remain exercisable for the period severance payments are made (if any) in the case of involuntary termination of employment, and for 36 months after death, retirement or termination of employment due to disability, provided that such continued vesting after retirement requires that the employee was employed by VF on December 31 of the
EXECUTIVE COMPENSATION
year in which the option was granted. On February 22, 2017, Mr. Wiseman was granted 76,025
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EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
stock options that vested in full as of his retirement date and remain exercisable for 60 months after his retirement date. In addition, in accordance with the executives’Change-in-Control Agreements described on page 42,30, upon an executive’s qualifying termination of employment following a change in control of VF, vesting of the options is accelerated and all of the options become exercisable by the executives.executive.
Stock option awards made to the named executive officers during 20152017 are listed on the Grants of Plan-Based Awards table on page 35.
Retention and Special AwardsRETENTION AND SPECIAL AWARDS
Retention awards of restricted stock or restricted stock units are made by the Committee from time to time to attract or retain key executives and are designed to reward long-term employment with VF. Awards of restricted stock or restricted stock units for retention purposes under the Stock Plan are not part of regular annual compensation, and are not treated as part of total direct compensation as discussed above. The retentionIn 2017, special awards and the amount of any particular retentionspecial award arewere determined in consultation with the Committee’s compensation consultant for the Chairman and Chief Executive Officer and in consultation with the Chairman and Chief Executive Officer for the other named executive officers. On February 9, 2015, Mr.22, 2017, each of Messrs. Roe, Baxter, O’Meara and Holtz was granted a retentionspecial award of 14,50037,404 shares of restricted stock, a special award of 7,481 shares of restricted stock, a special award of 18,702 restricted stock units and a special award of 15,000 shares of restricted stock, respectively, that will vest in 20192021 as long as Mr.Messrs. Roe, remainsBaxter, O’Meara or Holtz, as applicable, remain in the employment of VF until the vesting date, except that i) a pro rata portion of the restricted stock wouldor restricted stock unit award, as applicable, will vest if his employment terminationany of them is terminated due to his death or disability and ii) the full amount of such awards wouldwill vest upon a termination of his employment, within 24 months after a change in control of VF, either by VF not for cause or by the executive for good reason. On February 22, 2017, in light of his pending retirement, Mr. Wiseman was granted a special award of 14,027 shares of restricted stock, in lieu of performance restricted stock units, that vested upon his retirement date.
Policy for the Recovery of Awards or Payments in the Event of Financial RestatementPOLICY FOR THE RECOVERY OF AWARDS OR PAYMENTS IN THE EVENT OF FINANCIAL RESTATEMENT
The Board of Directors has adopted a policy for the recovery of cash and equity performance-based compensation from executives (these are generally referred to as “recoupment” or “clawback” policies). The policy provides that the Board may require an executive to forfeit a performance-based award or repay performance-based compensation if VF is required to prepare an accounting restatement as a result of misconduct, if such executive knowingly caused or failed to prevent such misconduct. The award agreements for stock options and RSUs under the Stock Plan include provisions respecting such recovery, as does the EIC Plan.
Policy Regarding Hedging or Pledging inPOLICY REGARDING HEDGING OR PLEDGING OF VF Common StockCOMMON STOCK
The Board of Directors has adopted a policy prohibiting VF’s directors, executive officers named in this proxy statement and certain other executives from engaging in transactions in derivative securities (including puts, calls, collars, forward contracts, equity swaps, exchange funds and the like) relating to VF securities, transactions “hedging” the risk of ownership of VF securities and short sales of VF securities. In addition, VF’s directors, executive officers named in this proxy statementNEOs and certain other executives are prohibited from holding VF securities in margin accounts or pledging VF securities as collateral for loans.
RETIREMENTAND OTHER BENEFITSRetirement and Other Benefits
The Committee believes that retirement and other benefits are important components of competitive compensation packages necessary to attract and retain qualified senior executives. The Committee reviews the amounts of the benefits annually along with other compensation components. However, the benefits do not affect the decisions the Committee makes regarding other compensation components, which are generally structured to achieve VF’s short-term and long-term financial objectives. Mr.Messrs. O’Meara and Salzburger, who isare not a U.S. resident, doesresidents, do not participate in VF’s Pension Plan, Supplemental Executive Retirement Plan Retirement Contribution Feature or Executive Deferred Savings Plan described below. HisTheir benefits are described in footnote 6 to the “Pension Benefits Table” on page 40.
EXECUTIVE COMPENSATION
41.
Pension BenefitsPENSION BENEFITS
VF sponsors and maintains the VF Corporation Pension Plan (the “Pension Plan”), atax-qualified defined benefit plan that covers most of VF’s U.S.-based employees who were employed by VF on or before December 31, 2004, including
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EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
Messrs. Wiseman, Rendle, Roe and Shearer.Wiseman. 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 is discussed in further detail under the caption “Pension Benefits” on page 39.40. The Pension Plan was closed to new participants at the end of 2004. Mr. Holtz participates in the Pension Plan, however, he no longer accrues service under the Pension Plan as he was rehired by VF after the end of 2004.
Supplemental Executive Retirement PlanSUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Messrs. Wiseman, Rendle Roe and ShearerRoe participate in a Supplemental Executive Retirement Plan (“SERP”). The SERP is an unfunded, nonqualified plan for eligible participants 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 and the Internal Revenue Code (the “Code”). The SERP was closed to new participants at the end of 2004. Mr. Holtz participates in the SERP, however, he no longer accrues service under the SERP as he was rehired by VF after the end of 2004.
401k Plan401K PLAN
In 20152017 U.S.-based named executive officers were permitted to participate in the VF Retirement Savings Plan (the “401k Plan”). The 401k Plan is a broad-basedtax-qualified defined contribution plan available to most U.S.-based employees of VF. The 401k Plan is described in further detail under the caption “Nonqualified Deferred Compensation” on page 41.
VF executives, including Mr. Baxter, who joined VF after the Pension Plan and SERP were closed to new participants, until January 2015 participated in a retirement contribution feature pursuant to which VF contributed a percentage of their earnings (between 2% and 5%) based on their years of continuous service, to the 401k Plan and the Executive Deferred Savings Plan.42.
Nonqualified Deferred CompensationNONQUALIFIED DEFERRED COMPENSATION
VF’s U.S.-based senior executives, including the U.S.-based named executive officers, are permitted to defer compensation and receive a limited amount of matching credits under the VF Corporation Executive Deferred Savings Plan. This plan enables executives to save for retirement on atax-deferred basis. Nonqualified deferred compensation is discussed in further detail under the caption “Nonqualified Deferred Compensation” on page 41.42.
Employee BenefitsEMPLOYEE BENEFITS
VF provides a number of benefit plans to all eligible employees, including the named executive officers. These benefits include programs such as medical, dental, life insurance and short- and long-term disability coverage and a merchandise discount on most VF products. The named executive officers are also eligible for financial counseling and an annual executive physical.
Change-in-Control AgreementsCHANGE-IN-CONTROL AGREEMENTS
VF has entered intoChange-in-Control Agreements (the “Agreements”) with certain VF senior executives, including the named executive officers, 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 thatchange-in-control arrangements are an important component of a competitive compensation package necessary to attract and retain qualified senior executives. The Agreements are described and quantified below in the “Potential Payments Upon Change in Control, Retirement or Termination of Employment” section on page 42.
EXECUTIVE COMPENSATION
43.
Total payments to be made to an executive in the event of termination of employment upon a change in control of VF may constitute excess “parachute payments” (as that term is defined in the Code). Messrs. Wiseman andMr. Baxter will receive additional payments under the Agreements to reimburse themhim for any excise taxes, as well as other increased taxes, penalties and interest resulting from any payments under the Agreementshis Agreement by reason of such payments being treated as excess parachute payments. However, if the parachute payments exceed the maximum amount that could be paid to the executive without giving rise to an excise tax, but are less than 105% of such amount, then nogross-up will be paid and the parachute payments will be reduced to just below such amount. During 2011, the Committee eliminated the gross up feature for any new or materially enhancedchange-in-control agreements.
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, lump sum payments
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EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
under the VF SERP, and continued life and medical insurance for specified periods after termination. Upon a change in control of VF, VF also will 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.
Payments Upon SeparationPAYMENTS UPON SEPARATION
The named executive officers, other than Mr. Salzburger, have no contractual right to receive separation payments if they terminate their employment or are terminated with or without cause prior to a change in control of VF. Mr. Salzburger, who is based in Switzerland, hashad an employment agreement, which is typical in Switzerland. Under his agreement, Mr. Salzburger iswas entitled to receive one year of base salary and a pro rata amount of the annual incentive bonus he would have earned for the year of termination if his employment iswas terminated without cause.
PRESERVATIONOF DEDUCTIBILITYOF COMPENSATIONPreservation of Deductibility of Compensation
Section 162(m) of the Code limits the deductibility by VF for Federal income tax purposes of annual compensation in excess of $1 million paid to certain officers, unless certain requirements are met. Stock options, certain performance-based awards and retention awards under the 1996 Stock Compensation Plan are designed to meet these requirements as are annual incentive payments under VF’s EIC Plan. It is the present intention of the Compensation Committee to preserve the deductibility of compensation under Section 162(m) to the extent the Committee believes that to do so is consistent with the best interest of shareholders; however, tax deductibility is only one consideration in determining the type and amount of compensation. The Board of Directors maintains discretion to set salaries and grant awards based on the Board’s assessment of individual performance and other relevant factors. Such salaries and awards may not meet the requirements for full deductibility of Section 162(m). In making compensation decisions the Committee takes into consideration any potential loss of deductibility. To maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals, the Committee has not adopted a policy requiring all compensation to be deductible.
As part of the United States tax reform legislation enacted on December 22, 2017, the exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017. As a result, compensation paid to certain of our executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Despite the Committee’s efforts to preserve the deductibility of compensation under Section 162(m), because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and related Treasury regulations under the tax reform legislation, including the uncertain scope of the transition relief, no assurance can be given that any compensation will satisfy the requirements for exemption under Section 162(m). The Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with VF’s business needs.
EXECUTIVE STOCK OWNERSHIP GUIDELINESEXECUTIVE STOCK OWNERSHIP GUIDELINES
It is VF’s policy to strongly encourage stock ownership by VF senior management. This policy closely aligns the interests of management with those of shareholders. Senior executives are subject to share ownership guidelines that require them to accumulate, over a five-year period, and then retain, shares of VF Common Stock having a market value ranging from one to six times annual base salary, depending upon the position. The Chief Executive Officer and the other named executive officers are required to accumulate VF Common Stock having market values as follows:
Stock Ownership Guidelines
OFFICER | VF | |
President and Chief Executive Officer | Six times annual base salary | |
Chief Financial Officer and Group Presidents | Three times annual base salary | |
Vice Presidents | Two times annual base salary |
EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION |
Compensation Discussion and Analysis |
An executive has five years to reach the target. If an executive’s guideline ownership level increases because of a tier change or salary increase, a new five-year period to achieve the incremental guideline ownership level begins with each such change. Once achieved, the ownership of the guideline amount should be maintained for as long as the executive is subject to the guideline.
Credit will be given for direct holdings by the executive or an immediate family member residing in the same household and shares held through executive deferred savings and 401(k) plans. No credit will be given for restricted stock, restricted stock units, or shares of stock beneficially owned by someone other than the executive or immediate family member residing in the same household, unexercised stock options, or other similar forms of ownership of stock. Shares held in trust are reviewed for credit by the Committee. Until a senior executive has met the targeted ownership level, whenever he or she exercises a stock option he or she must retain shares equal to 50% of theafter-tax value of each option exercised.
All As of December 30, 2017, all of the named executive officers have exceeded their guideline ownership level targets for executive stock ownership.
COMPENSATION COMMITTEE REPORTCOMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and the Committee’s independent compensation consultant. Based on the foregoing review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and VF’s Annual Report on Form10-K for the fiscal year ended January 2, 2016.December 30, 2017.
Raymond G. Viault,Matthew J. Shattock, Chairman
Juliana L. Chugg
Robert J. Hurst
Mark S. Hoplamazian
Laura W. Lang
W. Alan McCollough
Matthew J. Shattock
EXECUTIVE COMPENSATION
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EXECUTIVE COMPENSATION |
2015 SUMMARY COMPENSATION TABLE2017 Summary Compensation Table
Name and Principal Position | Year | Salary ($) | Stock Awards ($) (3) | Option ($) (4) | Non-Equity Plan | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (6) | All Other Compensation ($) (7) | Total ($) | ||||||||||||||||||||||||
Eric C. Wiseman, | 2015 | $ | 1,350,001 | $ | 4,857,079 | $ | 4,312,866 | $2,065,500 | $ 188,200 | $381,551 | $ | 13,155,197 | ||||||||||||||||||||
Chairman and Chief | 2014 | 1,300,000 | 4,250,050 | 3,978,209 | 3,416,985 | 4,790,200 | 97,458 | 17,832,902 | ||||||||||||||||||||||||
Executive Officer | 2013 | 1,250,000 | 4,000,003 | 3,755,411 | 2,313,750 | 371,900 | 96,047 | 11,787,111 | ||||||||||||||||||||||||
Steven E. Rendle, | 2015 | 832,308 | 1,420,355 | 1,296,972 | 616,320 | 309,300 | 108,305 | 4,583,560 | ||||||||||||||||||||||||
President and Chief | 2014 | 706,154 | 888,875 | 585,037 | 675,672 | 900,900 | 70,451 | 3,827,089 | ||||||||||||||||||||||||
Operating Officer | 2013 | 635,000 | 2,828,494 | 573,915 | 489,130 | 105,800 | 26,700 | 4,659,039 | ||||||||||||||||||||||||
Scott A. Roe,(2) Vice President and Chief Financial Officer | 2015 | 549,532 | 1,517,922 | 518,926 | 323,380 | 117,600 | 47,115 | 3,074,475 | ||||||||||||||||||||||||
Karl Heinz Salzburger,(1) | 2015 | 776,930 | 945,208 | 839,269 | 453,572 | 122,045 | 199,510 | 3,336,534 | ||||||||||||||||||||||||
Vice President and Group | 2014 | 896,738 | 800,001 | 748,846 | 696,466 | 186,611 | 207,699 | 3,536,361 | ||||||||||||||||||||||||
President – VF International | 2013 | 870,037 | 3,028,502 | 704,149 | 587,640 | 169,147 | 200,121 | 5,559,596 | ||||||||||||||||||||||||
Scott H. Baxter, | 2015 | 640,000 | 708,926 | 700,542 | 374,000 | -0- | 53,486 | 2,476,954 | ||||||||||||||||||||||||
Vice President and Group | 2014 | 620,000 | 2,446,031 | 678,996 | 346,950 | -0- | 48,389 | 4,140,366 | ||||||||||||||||||||||||
President – Jeanswear Americas, Imagewear and South America | 2013 | 600,000 | 2,828,494 | 573,915 | 555,550 | -0- | 49,213 | 4,607,172 | ||||||||||||||||||||||||
Robert K. Shearer,(2) | 2015 | 175,469 | -0- | -0- | 146,250 | 300,000 | 67,726 | 689,445 | ||||||||||||||||||||||||
Former Senior Vice | 2014 | 800,000 | 800,001 | 748,846 | 955,800 | 2,055,200 | 30,549 | 5,390,396 | ||||||||||||||||||||||||
President and Chief Financial Officer | 2013 | 750,000 | 750,152 | 704,149 | 617,000 | -0- | 33,200 | 2,854,501 |
NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($) (3) | OPTION AWARDS ($) (4) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($) (5) | CHANGE IN ($) (6) | ALL OTHER ($) (7) | TOTAL ($) | |||||||||||||||||||||||||
Steven E. Rendle,(1) | 2017 | $1,097,020 | $3,307,320 | $3,349,499 | $2,408,900 | $3,327,800 | $246,116 | $13,736,655 | ||||||||||||||||||||||||||
Chairman, President and | 2016 | 945,000 | 3,877,945 | 1,841,195 | 814,000 | 1,105,400 | 97,359 | 8,680,899 | ||||||||||||||||||||||||||
Chief Executive Officer | 2015 | 832,308 | 1,420,355 | 1,296,972 | 616,320 | 309,300 | 108,305 | 4,583,560 | ||||||||||||||||||||||||||
Scott A. Roe, | 2017 | 749,520 | 2,892,449 | 903,839 | 983,851 | 1,377,500 | 77,536 | 6,984,695 | ||||||||||||||||||||||||||
Vice President and Chief | 2016 | 675,000 | 724,391 | 710,183 | 407,000 | 553,900 | 50,058 | 3,120,532 | ||||||||||||||||||||||||||
Financial Officer | ||||||||||||||||||||||||||||||||||
Scott H. Baxter, | 2017 | 725,974 | 1,187,485 | 797,502 | 951,600 | -0- | 197,514 | 3,860,075 | ||||||||||||||||||||||||||
Vice President and Group | 2016 | 640,000 | 708,926 | 700,542 | 374,000 | -0- | 53,486 | 2,476,954 | ||||||||||||||||||||||||||
President – Outdoor & Action Sports Americas | 2015 | 620,000 | 2,446,031 | 678,996 | 346,950 | -0- | 48,389 | 4,140,366 | ||||||||||||||||||||||||||
Aidan O’Meara,(2) (8) | 2017 | 649,090 | $ | 22,739 | 1,525,017 | 531,675 | 609,706 | 132,723 | 369,097 | 3,840,047 | ||||||||||||||||||||||||
Vice President and Group | ||||||||||||||||||||||||||||||||||
President – VF International | ||||||||||||||||||||||||||||||||||
Curtis A. Holtz,(8) | 2017 | 498,072 | 1,124,911 | 326,984 | 312,200 | 616,000 | 116,861 | 2,995,028 | ||||||||||||||||||||||||||
Vice President and Group | ||||||||||||||||||||||||||||||||||
President-Workwear, Jeans, and Sportswear Brands | ||||||||||||||||||||||||||||||||||
Eric C. Wiseman,(1) | 2017 | 610,193 | 750,024 | 797,502 | 1,298,241 | 3,771,000 | 188,258 | 7,415,218 | ||||||||||||||||||||||||||
Former Chairman | 2016 | 1,350,001 | 5,231,346 | 5,129,035 | 1,978,020 | 2,289,500 | 322,094 | 16,299,996 | ||||||||||||||||||||||||||
2015 | 1,350,001 | 4,857,079 | 4,312,866 | 2,065,500 | 188,200 | 381,551 | 13,155,197 | |||||||||||||||||||||||||||
Karl Heinz Salzburger,(2) | 2017 | 986,301 | 944,948 | 957,003 | 644,901 | 115,981 | 175,335 | 3,824,469 | ||||||||||||||||||||||||||
Former Vice President and | 2016 | 798,324 | 965,833 | 946,902 | 558,582 | 140,412 | 230,226 | 3,640,279 | ||||||||||||||||||||||||||
Group President – VF International | 2015 | 776,930 | 945,208 | 839,269 | 453,572 | 122,045 | 199,510 | 3,336,534 |
1 | Mr. |
2 | The cash compensation for Mr. O’Meara for the first quarter of 2017, when he was located in Hong Kong, and for Mr. Salzburger, is paid in euros. |
3 | 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 |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 33
EXECUTIVE COMPENSATION |
2017 Summary Compensation Table |
Wiseman, including, for |
4 | Options to purchase shares of VF Common Stock are granted under the Stock Plan. The terms of options granted under the Stock Plan are described in footnote 1 to the Outstanding Equity Awards at FiscalYear-End table on page 37. 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 |
5 | The amounts in this column represent cash awards earned under the VF EIC Plan. The operation of the VF EIC Plan in |
EXECUTIVE COMPENSATION
6 | The amounts reported in this column represent the aggregate positive change in the actuarial present value of the named executive officers’ accumulated benefits under all defined benefit and actuarial pension plans (including supplemental plans) in |
7 | This amount includes VF’s matching contribution under the VF Executive Deferred Savings Plan as follows: Mr. |
2015 GRANTSOF PLAN-BASED AWARDS
8 | Neither Mr. O’Meara nor Mr. Holtz was a named executive officer for the fiscal years ended January 2, 2016 and December 31, 2016. |
Name | Date of Board Approval of Awards (2) | Grant Date of | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (3) | Estimated Future Under Equity Incentive Plan Awards (4) | All Other of or Units (#) | All Other of lying Options (#) | Exercise Awards ($/Sh) | Closing ($/Sh) | Grant ($) | |||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||
Mr. Wiseman | 2/9/2015 | -0- | $ | 2,295,000 | $ | 4,590,000 | ||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | -0- | 61,381 | 138,107 | $ | 4,857,079 | (5) | |||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | 324,764 | $ | 75.35 | $ | 75.34 | 4,312,866 | (6) | ||||||||||||||||||||||||||||||
Mr. Rendle(1) | 2/9/2015 | -0- | 837,950 | 1,675,900 | ||||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | -0- | 11,945 | 26,876 | 945,208 | (5) | ||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | 63,198 | 75.35 | 75.34 | 839,269 | (6) | ||||||||||||||||||||||||||||||||
7/20/2015 | 7/28/2015 | 6,059 | 13,633 | 475,147 | (5) | |||||||||||||||||||||||||||||||||
7/20/2015 | 7/28/2015 | 32,052 | 74.64 | 75.65 | 457,703 | (6) | ||||||||||||||||||||||||||||||||
Mr. Roe(1) | 2/9/2015 | -0- | 359,311 | 718,622 | ||||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | -0- | 6,636 | 14,931 | 525,107 | (5) | ||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | 35,110 | 75.35 | 75.34 | 518,926 | (6) | ||||||||||||||||||||||||||||||||
2/9/2015 | 14,500 | 992,815 | (7) | |||||||||||||||||||||||||||||||||||
Mr. Salzburger | 2/9/2015 | -0- | 543,851 | 1,087,702 | ||||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | -0- | 11,945 | 26,876 | 945,208 | (5) | ||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | 63,198 | 75.35 | 75.34 | 839,269 | (6) | ||||||||||||||||||||||||||||||||
Mr. Baxter | 2/9/2015 | -0- | 500,000 | 1,000,000 | ||||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | -0- | 8,959 | 20,158 | 708,926 | (5) | ||||||||||||||||||||||||||||||||
2/9/2015 | 2/18/2015 | 47,398 | 75.35 | 75.34 | 700,542 | (6) | ||||||||||||||||||||||||||||||||
Mr. Shearer(1) | 2/9/2015 | -0- | 162,500 | 325,000 |
34VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
2017 Grants of Plan-Based Awards
NAME | DATE OF BOARD APPROVAL OF AWARDS (1) | GRANT DATE OF EQUITY AWARDS (1) |
ESTIMATED POSSIBLE PAYOUTS UNDERNON-EQUITY INCENTIVE PLAN AWARDS (2) |
ESTIMATED FUTURE UNDER EQUITY INCENTIVE PLAN AWARDS (3) | ALL UNITS (#) | ALL OTHER (#) | EXERCISE ($/SH) | CLOSING OF | GRANT FAIR VALUE STOCK AND OPTION ($) | |||||||||||||||||||||||||||||||||||||||||
THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Rendle | 2/13/2017 | -0- | $1,700,000 | $3,400,000 | ||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | -0- | 58,912 | 132,552 | $3,307,320(4) | |||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 319,304 | $53.47 | $53.50 | 3,349,499(5) | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Roe | 2/13/2017 | -0- | 694,320 | 1,388,640 | ||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 37,404 | 1,999,992(6) | |||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | -0- | 15,897 | 35,768 | 892,458(4) | |||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 86,162 | 53.47 | 53.50 | 903,839(5) | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Baxter | 2/13/2017 | -0- | 650,000 | 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 7,481 | 400,009(6) | |||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | -0- | 14,027 | 31,561 | 787,476(4) | |||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 76,025 | 53.47 | 53.50 | 797,502(5) | |||||||||||||||||||||||||||||||||||||||||||||
Mr. O’Meara | 2/13/2017 | -0- | 410,652 | 821,304 | ||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 18,702 | 999,996(6) | |||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | -0- | 9,352 | 21,042 | 525,021(4) | |||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 50,684 | 53.47 | 53.50 | 531,675(5) | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Holtz | 2/13/2017 | -0- | 280,000 | 560,000 | ||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 15,000 | 802,050(6) | |||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | -0- | 5,751 | 12,940 | 322,861(4) | |||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 31,171 | 53.47 | 53.50 | 326,984(5) | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Wiseman | 2/13/2017 | 2/22/2017 | -0- | 1,100,000 | 2,200,000 | 14,027 | 750,024(6) | |||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 76,025 | 53.47 | 53.50 | 797,502(5) | |||||||||||||||||||||||||||||||||||||||||||||
Mr. Salzburger | 2/13/2017 | -0- | 564,350 | 1,128,700 | ||||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | -0- | 16,832 | 37,872 | 944,948(4) | |||||||||||||||||||||||||||||||||||||||||||||
2/13/2017 | 2/22/2017 | 91,230 | 53.47 | 53.50 | 957,003(5) |
1 |
All equity awards are granted under the VF Stock Plan. Under the Stock Plan, the exercise price of stock options is the fair market value on the date of grant. “Fair market value” is defined under the Stock Plan as the average of the reported high and low sales price of VF Common Stock on the date of grant. The Compensation Committee’s policy under the Stock Plan is to fix the date of grant of the options and performance-based equity awards as the third business day after VF announces its earnings for the previously completed fiscal year or quarter depending upon whether the award is an annual award or amid-year award. |
The amounts in these columns represent the threshold, target and maximum annual incentive awards under the EIC Plan, as described above in the Compensation Discussion and Analysis on pages |
The amounts in these columns represent the threshold, target and maximum RSU awards under theMid-Term Incentive Plan (“MTIP”). These RSUs were granted to the named executive officers for the three-year performance period of |
EXECUTIVE COMPENSATION
Depending on the average level of achievement of certain performance goals during the three years of the performance period, payouts of awards could range up to a maximum of 200% of the target award, and potentially plus or minus 25% of the target award depending on VF’s total shareholder return as compared to the total shareholder return of S&P 500 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 MTIP awards, as well as vesting, forfeiture and other terms, see the Compensation Discussion and Analysis on pages |
The aggregate fair value of the RSUs was computed in accordance with FASB ASC Topic 718. See footnote 3 to the Summary Compensation Table. The assumptions used are summarized in Note |
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 FiscalYear-End Table. The assumptions used and the resulting weighted average fair value of stock options granted during |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 35
EXECUTIVE COMPENSATION |
2017 Grants of Plan-Based Awards |
6 | In |
EXECUTIVE COMPENSATION
36VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
OUTSTANDING EQUITY AWARDSAT FISCAL YEAR-END 2015Outstanding Equity Awards at FiscalYear-End 2017
Option Awards (1) | Stock Awards | |||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (2) | Market Value of Shares Units of Stock Have Not Vested | Equity Incentive Plan Awards: Number Shares, Units or Other That Have Not Vested (#) (2)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | |||||||||||||||||
Eric C. Wiseman | 2/16/2010 | 524,816 | -0- | $ | 18.72 | 2/15/2020 | ||||||||||||||||||||
2/24/2011 | 400,964 | -0- | 23.89 | 2/23/2021 | ||||||||||||||||||||||
2/21/2012 | 359,932 | -0- | 36.40 | 2/20/2022 | ||||||||||||||||||||||
2/20/2013 | 315,118 | 157,558 | 40.49 | 2/19/2023 | ||||||||||||||||||||||
2/19/2014 | 117,664 | 235,327 | 56.79 | 2/18/2024 | 112,257 | (5) | $ | 6,987,998 | ||||||||||||||||||
2/18/2015 | -0- | 324,764 | 75.35 | 2/17/2025 | -0- | $ -0- | 92,072 | (6) | 5,731,451 | |||||||||||||||||
Steven E. Rendle | 2/08/2008 | 53,800 | -0- | 19.88 | 2/07/2018 | |||||||||||||||||||||
2/16/2010 | 65,604 | -0- | 18.72 | 2/15/2020 | ||||||||||||||||||||||
2/24/2011 | 74,180 | -0- | 23.89 | 2/23/2021 | ||||||||||||||||||||||
2/21/2012 | 65,988 | -0- | 36.40 | 2/20/2022 | ||||||||||||||||||||||
2/20/2013 | 43,331 | 21,665 | 40.49 | 2/19/2023 | 63,340(7) | 3,942,915 | ||||||||||||||||||||
2/19/2014 | 17,304 | 34,607 | 56.79 | 2/18/2024 | 4,315(7) | 268,609 | ||||||||||||||||||||
2/18/2015 | -0- | 63,198 | 75.35 | 2/17/2025 | 16,509 | (5) | 1,027,685 | |||||||||||||||||||
7/28/2015 | -0- | 32,052 | 74.64 | 7/27/2025 | 27,006 | (6) | 1,681,124 | |||||||||||||||||||
Scott A. Roe | 2/24/2011 | 18,952 | -0- | 23.89 | 2/23/2021 | |||||||||||||||||||||
2/21/2012 | 20,096 | -0- | 36.40 | 2/20/2022 | ||||||||||||||||||||||
2/20/2013 | 19,696 | 9,848 | 40.49 | 2/19/2023 | ||||||||||||||||||||||
2/19/2014 | 7,130 | 14,258 | 56.79 | 2/18/2024 | 6,803 | (5) | 423,456 | |||||||||||||||||||
2/18/2015 | -0- | 35,110 | 75.35 | 2/17/2025 | 14,780(8) | 920,055 | 9,954 | (6) | 619,637 | |||||||||||||||||
Karl Heinz Salzburger | 2/16/2010 | 80,000 | -0- | 18.72 | 2/15/2020 | |||||||||||||||||||||
2/24/2011 | 100,244 | -0- | 23.89 | 2/23/2021 | ||||||||||||||||||||||
2/21/2012 | 89,984 | -0- | 36.40 | 2/20/2022 | ||||||||||||||||||||||
2/20/2013 | 59,086 | 29,542 | 40.49 | 2/19/2023 | 60,000(9) | 3,735,000 | ||||||||||||||||||||
2/19/2014 | 22,149 | 44,297 | 56.79 | 2/18/2024 | 21,131 | (5) | 1,315,374 | |||||||||||||||||||
2/18/2015 | -0- | 63,198 | 75.35 | 2/17/2025 | 17,918 | (6) | 1,115,364 | |||||||||||||||||||
Scott H. Baxter | 2/16/2010 | 55,336 | -0- | 18.72 | 2/15/2020 | |||||||||||||||||||||
2/24/2011 | 74,180 | -0- | 23.89 | 2/23/2021 | ||||||||||||||||||||||
2/21/2012 | 65,988 | -0- | 36.40 | 2/20/2022 | ||||||||||||||||||||||
2/20/2013 | 43,331 | 21,665 | 40.49 | 2/19/2023 | 63,340(10) | 3,942,915 | ||||||||||||||||||||
2/19/2014 | 17,304 | 34,607 | 56.79 | 2/18/2024 | 30,831(10) | 1,919,230 | 16,509 | (5) | 1,027,685 | |||||||||||||||||
2/18/2015 | -0- | 47,398 | 75.35 | 2/17/2025 | 13,439 | (6) | 836,547 | |||||||||||||||||||
Robert K. Shearer | 2/20/2013 | 59,086 | 29,542 | 40.49 | 2/19/2023 | |||||||||||||||||||||
2/19/2014 | 22,149 | 44,297 | 56.79 | 2/18/2024 | 21,131 | (5) | 1,315,374 |
OPTION AWARDS (1)
| STOCK AWARDS
| |||||||||||||||||||||||||||||||||||
NAME
| GRANT
| NUMBER OF
| NUMBER OF
| OPTION
| OPTION
| NUMBER OF HAVE NOT (#) (2)
| MARKET OF
| EQUITY NUMBER THAT HAVE VESTED (#) (2)(4)
| EQUITY PAYOUT ($) (4)
| |||||||||||||||||||||||||||
Steven E. Rendle | 2/24/2011 | 74,180 | -0- | $ | 23.89 | 2/23/2021 | ||||||||||||||||||||||||||||||
2/21/2012 | 65,988 | -0- | 36.40 | 2/20/2022 | ||||||||||||||||||||||||||||||||
2/20/2013 | 64,996 | -0- | 40.49 | 2/19/2023 | ||||||||||||||||||||||||||||||||
2/19/2014 | 51,911 | -0- | 56.79 | 2/18/2024 | 4,555 | (7) | $ | 337,069 | ||||||||||||||||||||||||||||
2/18/2015 | 42,132 | 21,066 | 75.35 | 2/17/2025 | ||||||||||||||||||||||||||||||||
7/28/2015 | 21,368 | 10,684 | 74.64 | 7/27/2025 | ||||||||||||||||||||||||||||||||
2/23/2016 | 48,250 | 96,498 | 61.29 | 2/22/2026 | 34,427 | (7) | 2,547,617 | 29,981 | (5) | $ | 2,218,568 | |||||||||||||||||||||||||
2/22/2017 | -0- | 319,304 | 53.47 | 2/21/2027 | 61,858 | (6) | 4,577,462 | |||||||||||||||||||||||||||||
Scott A. Roe | 2/21/2012 | 20,096 | -0- | 36.40 | 2/20/2022 | |||||||||||||||||||||||||||||||
2/20/2013 | 29,544 | -0- | 40.49 | 2/19/2023 | ||||||||||||||||||||||||||||||||
2/19/2014 | 21,388 | -0- | 56.79 | 2/18/2024 | ||||||||||||||||||||||||||||||||
2/18/2015 | 23,407 | 11,703 | 75.35 | 2/17/2025 | 15,595 | (8) | 1,154,025 | |||||||||||||||||||||||||||||
2/23/2016 | 18,611 | 37,221 | 61.29 | 2/22/2026 | 11,565 | (5) | 855,788 | |||||||||||||||||||||||||||||
2/22/2017 | -0- | 86,162 | 53.47 | 2/21/2027 | 38,467 | (8) | 2,846,550 | 16,692 | (6) | 1,235,197 | ||||||||||||||||||||||||||
Scott H. Baxter | 2/21/2012 | 65,988 | -0- | 36.40 | 2/20/2022 | |||||||||||||||||||||||||||||||
2/20/2013 | 64,996 | -0- | 40.49 | 2/19/2023 | ||||||||||||||||||||||||||||||||
2/19/2014 | 51,911 | -0- | 56.79 | 2/18/2024 | 32,531 | (10) | 2,407,292 | |||||||||||||||||||||||||||||
2/18/2015 | 31,599 | 15,799 | 75.35 | 2/17/2025 | ||||||||||||||||||||||||||||||||
2/23/2016 | 18,611 | 37,221 | 61.29 | 2/22/2026 | 11,565 | (5) | 855,788 | |||||||||||||||||||||||||||||
2/22/2017 | -0- | 76,025 | 53.47 | 2/21/2027 | 7,694 | (10) | 569,325 | 14,728 | (6) | 1,089,898 | ||||||||||||||||||||||||||
Aidan O’Meara | 2/24/2011 | 33,896 | -0- | $ | 23.89 | 2/23/2021 | ||||||||||||||||||||||||||||||
2/21/2012 | 29,996 | -0- | 36.40 | 2/20/2022 | ||||||||||||||||||||||||||||||||
2/20/2013 | 29,544 | -0- | 40.49 | 2/19/2023 | ||||||||||||||||||||||||||||||||
2/19/2014 | 21,388 | -0- | 56.79 | 2/18/2024 | ||||||||||||||||||||||||||||||||
2/18/2015 | 12,055 | 6,027 | 75.35 | 2/17/2025 | ||||||||||||||||||||||||||||||||
2/23/2016 | 7,100 | 14,199 | 61.29 | 2/22/2026 | 4,412 | (5) | 326,495 | |||||||||||||||||||||||||||||
2/22/2017 | -0- | 50,684 | 53.47 | 2/21/2027 | 18,702 | (9) | 1,383,948 | 9,820 | (6) | 726,650 | ||||||||||||||||||||||||||
Curtis A. Holtz | 2/19/2014 | 14,535 | -0- | 56.79 | 2/18/2024 | |||||||||||||||||||||||||||||||
2/18/2015 | 8,193 | 4,096 | 75.35 | 2/17/2025 | ||||||||||||||||||||||||||||||||
2/23/2016 | 4,825 | 9,650 | 61.29 | 2/22/2026 | 2,999 | (5) | 221,911 | |||||||||||||||||||||||||||||
2/22/2017 | -0- | 31,171 | 53.47 | 2/21/2027 | 15,426 | (11) | 1,141,542 | 6,039 | (6) | 446,853 |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 37
EXECUTIVE COMPENSATION |
Outstanding Equity Awards at FiscalYear-End 2017 |
OPTION AWARDS (1)
| STOCK AWARDS
| |||||||||||||||||||||||||||||||||||
NAME
| GRANT
| NUMBER OF
| NUMBER OF
| OPTION
| OPTION
| NUMBER OF HAVE NOT (#) (2)
| MARKET OF
| EQUITY NUMBER THAT HAVE VESTED (#) (2)(4)
| EQUITY PAYOUT ($) (4)
| |||||||||||||||||||||||||||
Eric C. Wiseman | 2/21/2012 | 359,932 | -0- | $ | 36.40 | 10/31/2020 | ||||||||||||||||||||||||||||||
2/20/2013 | 472,676 | -0- | 40.49 | 10/31/2020 | ||||||||||||||||||||||||||||||||
2/19/2014 | 352,991 | -0- | 56.79 | 10/31/2020 | ||||||||||||||||||||||||||||||||
2/18/2015 | 216,510 | 108,254 | 75.35 | 10/31/2020 | ||||||||||||||||||||||||||||||||
2/23/2016 | 134,409 | 268,817 | 61.29 | 10/31/2020 | 83,517 | (5) | $ | 6,180,258 | ||||||||||||||||||||||||||||
2/22/2017 | 76,025 | -0- | 53.47 | 10/31/2022 | ||||||||||||||||||||||||||||||||
Karl Heinz Salzburger | 2/24/2011 | 100,244 | -0- | 23.89 | 12/31/2020 | |||||||||||||||||||||||||||||||
2/21/2012 | 89,984 | -0- | 36.40 | 12/31/2020 | ||||||||||||||||||||||||||||||||
2/20/2013 | 88,628 | -0- | 40.49 | 12/31/2020 | ||||||||||||||||||||||||||||||||
2/19/2014 | 66,446 | -0- | 56.79 | 12/31/2020 | ||||||||||||||||||||||||||||||||
2/18/2015 | 42,132 | 21,066 | 75.35 | 12/31/2020 | ||||||||||||||||||||||||||||||||
2/23/2016 | 24,814 | 49,628 | 61.29 | 12/31/2020 | 15,419 | (5) | 1,141,025 | |||||||||||||||||||||||||||||
2/22/2017 | -0- | 91,230 | 53.47 | 12/31/2020 | 17,674 | (6) | 1,307,846 |
1 | All of the options arenon-qualified stock options awarded under the Stock Plan. 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 aten-year term but, in the event of certain terminations of the optionee’s employment, the options generally expire on an accelerated basis, as follows: 36 months after retirement, death or termination due to disability; at the end of the period severance payments are made (if any) in the case of involuntary termination; and at the time of any voluntary termination. With respect to Mr. Wiseman’s options granted on February 22, 2017, such options vested in full as of his retirement date and remain exercisable for 60 months after his retirement date. |
2 | For all restricted stock, dividends are reinvested at the dividend payment date in additional shares that are subject to the same restrictions as the original award. For all restricted stock units, dividend equivalents accrue as cash amounts until vesting and payout, at which time such amounts are paid in additional shares of stock calculated by dividing the accrued dividend equivalents by the average of the high and low price of a share of VF Common Stock on the date the award is paid out. Dividend equivalents are not compounded. |
3 | The market value of restricted awards reported in this column was computed by multiplying |
4 | The number of shares or units and values in these columns |
EXECUTIVE COMPENSATION
number of shares in the chart is rounded to the nearest whole number; the dollar value is based on the actual number of shares including fractional shares) by |
5 | This number represents the number of RSUs that were awarded under the MTIP by the Compensation Committee in |
38VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
Outstanding Equity Awards at FiscalYear-End 2017 |
$1,833,831; Mr. |
6 | This number represents the number of RSUs that were awarded under the MTIP by the Compensation Committee in |
7 | Mr. Rendle received awards of |
8 | Mr. Roe received |
9 | Mr. |
10 | Mr. Baxter received awards of |
11 | Mr. Holtz received an award of 15,000 shares of restricted stock in 2017 that vest in 2021, provided that Mr. Holtz remains an employee of VF for the term of the award (except a pro rata portion of the award would vest in the event of termination due to death or disability and the award would vest upon his termination following a change in control of VF). Dividends on these shares of restricted stock are reinvested, at the dividend payment date, in additional shares that are subject to the same restrictions as the original award. |
20152017 Option Exercises and Stock Vested
Option Awards | Stock Awards(2) | OPTION AWARDS
| STOCK AWARDS (2)
| |||||||||||||||||||||||
Name | Number of Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||||||||
Eric C. Wiseman | 533,956 | $ | 33,449,403 | 156,755 | $9,096,518 | |||||||||||||||||||||
NAME
| NUMBER OF (#)
| VALUE
| NUMBER OF
| VALUE VESTING ($)
| ||||||||||||||||||||||
Steven E. Rendle | 32,400 | 1,855,179 | 21,560 | 1,251,098 |
| 65,604
|
|
| $3,429,024
|
|
| 84,914
|
|
| $4,874,924
|
| ||||||||||
Scott A. Roe | 17,460 | 1,016,017 | 9,799 | 568,647 |
| 18,952
|
|
| 882,930
|
|
| 7,363
|
|
| 595,817
|
| ||||||||||
Scott H. Baxter
|
| 129,516
|
|
| 6,419,712
|
|
| 74,930
|
|
| 4,066,886
|
| ||||||||||||||
Aidan O’Meara
|
| 64,036
|
|
| 2,488,198
|
|
| 25,738
|
|
| 1,408,526
|
| ||||||||||||||
Curtis A. Holtz
|
| -0-
|
|
| -0-
|
|
| 2,578
|
|
| 208,572
|
| ||||||||||||||
Eric C. Wiseman
|
| 400,964
|
|
| 15,798,541
|
|
| 82,524
|
|
| 6,584,100
|
| ||||||||||||||
Karl Heinz Salzburger | 80,000 | 5,019,816 | 92,177 | 6,356,650 |
| 80,000
|
|
| 3,542,801
|
|
| 79,088
|
|
| 4,377,405
|
| ||||||||||
Scott H. Baxter | -0- | -0- | 86,458 | 6,058,742 | ||||||||||||||||||||||
Robert K. Shearer | 89,984 | 3,650,975 | 29,398 | 1,705,942 |
1 | The dollar amount realized upon exercise of stock options was calculated by determining the difference between the market price of the underlying securities at exercise and the exercise price of the options. |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 39
EXECUTIVE COMPENSATION |
2017 Option Exercises and Stock Vested |
2 | These columns report payout of awards of RSUs under the MTIP, including accrued dividends, as generally described in footnote |
EXECUTIVE COMPENSATION
include |
PENSION BENEFITSPENSION BENEFITS
VF sponsors and maintains the VF Corporation Pension Plan (the “Pension Plan”), atax-qualified defined benefit plan that covers most of VF’s U.S.-based employees who were employed by VF on or before December 31, 2004, including all the named executive officers other than Mr. Baxter who joined VF after the Pension Plan was closed to new participants and Mr.Messrs. O’Meara and Salzburger who hashave pension benefits under the VF International SAGL pension fund in Switzerland (the “Swiss Pension Plan”) that covers virtually all Swiss-based employees of VF International SAGL over 25 years of age. In addition, Mr. O’Meara has pension benefits under the VF U.K. Pension Plan. Benefits under the Pension Plan are calculated by reference to the employee’s “average annual compensation”, which is his or her average annual salary and annual incentive compensation from January 1, 2014, with no less than five years immediately preceding retirement included in the average. If an employee does not have five years of compensation from January 1, 2014, such employee’s compensation for a sufficient number of years immediately prior to 2014 is included to produce a minimum five compensation years.
There are two formulas for computing benefits under the Pension Plan. The “normal retirement” formula is used for employees who qualify for “early retirement” under the Pension Plan upon termination, by being credited with at least ten years of service with VF and having attained age 55. The second formula, less favorable to the employee, is used for employees who have not satisfied both conditions for “early retirement” upon termination. For employees who commence benefits under the Pension Plan prior to age 65, the benefit is reduced to account for the longer period of time over which the benefit is expected to be paid. The formula in effect for a specific employee is dependent upon the employee’s age and the number of years of service he has accrued as of the date of termination. Both formulas are based on years of service with VF, average annual compensation, and the covered compensation amount in effect for the employee relative to his birth year. Payments under the Pension Plan are made in monthly payments over the life of the participant and, in some circumstances, for a period thereafter to the participant’s beneficiary. All of the named executive officers who participate in the Pension Plan are eligible for nonforfeitable benefits under the Pension Plan and the VF Supplemental Executive Retirement Plan (“SERP”).
The SERP is an unfunded, nonqualified plan for eligible employees primarily designed to restore benefits lost under the Pension Plan due to the maximum legal limit of pension benefits imposed under the Employee Retirement Income Security Act of 1974 (“ERISA”) and the Internal Revenue Code (the “Code”). The combined retirement income from the Pension Plan and the SERP for each of the eligible named executive officers, upon retirement at age 65, would be an amount equal to his or her Pension Plan benefit calculated (i) without regard to any limitation imposed by the Code or ERISA, (ii) without regard to his participation in the Deferred Compensation Plan or the Executive Deferred Savings Plan, (iii) on the basis of the average of the highest three years of his salary and annual incentive compensation during theten-year period immediately preceding retirement, and (iv) without deduction or offset of Social Security benefits. For purposes of the table below, the “normal retirement” formula has been used for determining the SERP benefits of all of the named executive officers who participate in the Pension Plan, regardless of whether they otherwise qualify for “early retirement” under the Pension Plan. Payments under the SERP with respect to the period prior to December 31, 2004 are payable in monthly payments or in a lump sum, and payments with respect to the period after December 31, 2004 are payable in a lump sum.
40VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
Pension Benefits |
At the end of December 2014 the Pension Plan and SERP were modified such that for certain executives, including the named executive officers, benefits would be frozen in the Pension Plan and would instead accrue in the SERP, and therefore accrued benefits under the SERP will increase at a higher rate for service and earnings after December 31, 2014.
EXECUTIVE COMPENSATION
The assumptions underlying the present values of the eligible U.S.-based named executive officers’ pension benefits are the assumptions used for financial statement reporting purposes and are set forth in Note LN to VF’s Consolidated Financial Statements in its Annual Report on Form10-K for the fiscal year ended January 2, 2016,December 30, 2017, except that retirement age is assumed to be age 65, the normal retirement age specified in the Pension Plan.
2015 PENSION BENEFITS TABLE2017 Pension Benefits Table
Name | Plan Name | Number of (#) (1) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | |||||||||||||||||||||||
Eric C. Wiseman (3) | VF Corporation Pension Plan | 20 | $ | 1,456,100 | (2) | $-0- | |||||||||||||||||||||
Supplemental Executive Retirement Plan | 20 | 14,798,900 | (2) | -0- | |||||||||||||||||||||||
NAME
| PLAN NAME
| NUMBER OF (#) (1)
| PRESENT
| PAYMENTS
| |||||||||||||||||||||||
Steven E. Rendle (3) | VF Corporation Pension Plan | 14 | 473,000 | (2) | -0- | VF Corporation Pension Plan
|
| 16
|
|
| $ 606,500
| (2)
|
| -0-
|
| ||||||||||||
Supplemental Executive Retirement Plan | 14 | 2,500,000 | (2) | -0- | Supplemental Executive Retirement Plan
|
| 16
|
|
| 6,799,700
| (2)
|
| -0-
|
| |||||||||||||
Scott A. Roe | VF Corporation Pension Plan | 19 | 395,700 | (2) | -0- | VF Corporation Pension Plan
|
| 21
|
|
| 531,900
| (2)
|
| -0-
|
| ||||||||||||
Supplemental Executive Retirement Plan | 19 | 1,008,200 | (2) | -0- | Supplemental Executive Retirement Plan
|
| 21
|
|
| 2,803,400
| (2)
|
| -0-
|
| |||||||||||||
Karl Heinz Salzburger (4) | Pension Fund of VF International SAGL in Switzerland | 9 | 778,887 | (6) | -0- | ||||||||||||||||||||||
Scott H. Baxter (5) | VF Corporation Pension Plan | -0- | -0- | -0- | VF Corporation Pension Plan
|
| -0-
|
|
| -0-
|
|
| -0-
|
| |||||||||||||
Supplemental Executive Retirement Plan | -0- | -0- | -0- | Supplemental Executive Retirement Plan
|
| -0-
|
|
| -0-
|
|
| -0-
|
| ||||||||||||||
Robert K. Shearer (3) | VF Corporation Pension Plan | 28 | 2,712,400 | (2) | 136,098 | ||||||||||||||||||||||
Aidan O’Meara (4)
| Pension Fund of VF International SAGL in Switzerland
|
| 1
|
|
| 104,647
| (6)
|
| -0-
|
| |||||||||||||||||
Supplemental Executive Retirement Plan | 28 | 1,656,800 | (2) | 4,972,898 | U.K. Pension Plan
|
| 25
|
|
| 613,832
| (7)
|
| -0-
|
| |||||||||||||
Curtis A. Holtz (3) (5)
| VF Corporation Pension Plan
|
| 13
|
|
| 809,600
|
|
| -0-
|
| |||||||||||||||||
Supplemental Executive Retirement Plan
|
| 13
|
|
| 544,400
|
|
| -0-
|
| ||||||||||||||||||
Eric C. Wiseman
| VF Corporation Pension Plan
|
| 22
|
|
| 1,931,400
| (2)
| $
| 18,690
|
| |||||||||||||||||
Supplemental Executive Retirement Plan
|
| 22
|
|
| 20,384,100
| (2)
|
| 10,560
|
| ||||||||||||||||||
Karl Heinz Salzburger (4)
| Pension Fund of VF International SAGL in Switzerland
|
| 11
|
|
| 972,145
| (6)
|
| -0-
|
|
1 | The number of years of service credited to each named executive officer under each Plan was computed as of the same measurement date used for financial statement reporting purposes with respect to VF’s audited financial statements for the fiscal year completed |
2 | The amounts in this column are the actuarial present value of the named executive officer’s accumulated benefit under each plan, computed as of the same Pension Plan measurement date used for financial statement reporting purposes with respect to VF’s audited financial statements for the fiscal year completed |
3 | Messrs. |
4 | These amounts for |
5 | Mr. Baxter joined VF after the VF Corporation Pension Plan and Supplemental Executive Retirement Plan were closed to new participants and, therefore, he does not participate in these plans. Mr. Holtz participated in the Pension Plan and SERP during his employment with VF prior to 2005. Mr. Holtz left VF in 2007, and benefits under the Pension Plan and SERP were frozen as a result of his departure. At the time Mr. Holtz rejoined VF in 2010, the Pension Plan and SERP were closed to new participants. |
6 | The amount is the actual account value of the portion contributed by VF into |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 41
EXECUTIVE COMPENSATION |
2017 Pension Benefits Table |
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. |
EXECUTIVE COMPENSATION
7 | Under the U.K. Pension Plan, which is a defined benefit plan, the employee and employer contribution rates are based on a percentage of pensionable salary. The total of these rates is calculated by the plan actuary each year, upon completion of the Plan’s valuation, and paid as a monthly sum by VF into the Plan account for all active contributing employees. Due to the nature of the defined benefit scheme, there is no reconciliation of employer contributions for each contributing employee. VF’s benefits consultant provided a reasonable estimate of the account value of the potion contributed by VF into Mr. O’Meara’s U.K. Pension Plan account. The U.K. Pension Plan covers employees in the U.K. and select employees in some other European countries. It has been closed to new members since January 1, 2005. The U.K. Pension Plan is subject to tax relief and restrictions as per Her Majesty’s Revenue and Customs (HMRC) guidance. While membership in the U.K. Pension Plan was initially voluntary, active members currently contribute 6% of their pensionable salary. The normal retirement formula under the U.K. Pension Plan provides a benefit based on pensionable salary and service at termination. The normal retirement age under the U.K. Pension Plan is 65. A reduced early retirement benefit is available from age 55. |
NONQUALIFIED DEFERRED COMPENSATIONNONQUALIFIED DEFERRED COMPENSATION
VF senior executives, including the named executive officers other than Mr.Messrs. O’Meara and Salzburger, who isare not based in the U.S., are permitted to defer compensation under the VF Corporation Executive Deferred Savings Plan (the “EDSP”).
In 2015, the terms of the EDSP were amended to permit an eligible executive to defer into a hypothetical “account,” on apre-tax basis, annual compensation in excess of the IRS annual compensation limit for 401k contributions ($265,000270,000 for 2015)2017) (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. Earnings below the IRS annual compensation limit are eligible for contributions to the 401k Plan. The 401k Plan is a broad-basedtax-qualified defined contribution plan for most U.S. employees of VF. A participant is credited with matching credits equal to 100% on the first 6% of the annual compensation contributed by the participant, up to the IRS annual compensation limit of $265,000.$270,000.
Accounts deferred after January 1, 2005 are payable in either a lump sum or in up to ten annual installments following termination of employment, as elected by the executive at the time of deferral. With respect to accounts prior to January 1, 2005 an executive may request, subject to VF approval, distribution in a lump sum or in up to ten annual installments following termination of employment. Prior to termination of employment, an executive may receive a distribution of the executive’s deferred account upon an unexpected financial hardship.
Accounts under the EDSP are credited with earnings and losses based on certain hypothetical investments selected by the executive. The hypothetical investment alternatives available to executives include various mutual funds as well as a VF Common Stock fund. Executives may change such hypothetical investment elections on a daily basis (although executive officers of VF are generally restricted in changing their hypothetical investment elections with respect to the VF Common Stock fund).
2015 NONQUALIFIED DEFERRED COMPENSATION2017 Nonqualified Deferred Compensation
Name | Executive ($) (1) | VF ($) (2) | Aggregate ($) (3) | Aggregate Withdrawals/ Distributions ($) | Aggregate ($) (4) | ||||||||||||||||||||||||||||||||||||||||
Eric C. Wiseman | $ | 583,298 | $ | 270,119 | $ | (375,292 | ) | $-0- | $ | 9,732,415 | |||||||||||||||||||||||||||||||||||
NAME
| EXECUTIVE
| VF
| AGGREGATE
| AGGREGATE
| AGGREGATE
| ||||||||||||||||||||||||||||||||||||||||
Steven E. Rendle | 74,348 | 74,348 | (35,237 | ) | -0- | 1,523,670 |
|
$42,615
|
|
|
$42,615
|
|
|
$414,788
|
|
|
-0-
|
|
|
$2,228,629
|
| ||||||||||||||||||||||||
Scott A. Roe | 39,391 | 39,391 | (30,204 | ) | -0- | 1,010,696 |
|
53,191
|
|
|
53,191
|
|
|
208,470
|
|
|
-0-
|
|
|
1,466,518
|
| ||||||||||||||||||||||||
Scott H. Baxter
|
|
244,063
|
|
|
44,349
|
|
|
362,486
|
|
|
-0-
|
|
|
3,699,418
|
| ||||||||||||||||||||||||||||||
Aidan O’Meara
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
| ||||||||||||||||||||||||||||||
Curtis A. Holtz
|
|
204,756
|
|
|
24,571
|
|
|
73,406
|
|
|
-0-
|
|
|
1,657,815
|
| ||||||||||||||||||||||||||||||
Eric C. Wiseman
|
|
1,400,560
|
|
|
139,093
|
|
|
2,478,511
|
|
|
-0-
|
|
|
15,240,998
|
| ||||||||||||||||||||||||||||||
Karl Heinz Salzburger | -0- | -0- | -0- | -0- | -0- |
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
|
|
-0-
|
| |||||||||||||||||||||||||
Scott H. Baxter | 165,678 | 46,655 | (53,606 | ) | -0- | 2,571,656 | |||||||||||||||||||||||||||||||||||||||
Robert K. Shearer | 58,011 | 58,011 | 32,038 | 5,643,732 | 61,227 |
42VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
2017 Nonqualified Deferred Compensation |
1 | Amounts reported in this column are included as salary andnon-equity incentive compensation in the Summary Compensation Table on page |
2 | Amounts reported in this column are included as All Other Compensation in the Summary Compensation Table on page |
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 on page |
4 | This column reflects the aggregate of salary andnon-equity incentive awards deferred by each named executive officer during his career with VF plus the aggregate amount of contributions by VF and the investment earnings thereon. Amounts deferred each year by the named executive officers have been reported in the Summary Compensation Tables in VF’s proxy statements in the year earned to the extent the executive was a named executive officer for purposes of proxy statement disclosure. |
EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON CHANGEIN CONTROL, RETIREMENTOR TERMINATIONOF EMPLOYMENTPotential Payments Upon Change in Control, Retirement or Termination of Employment
The following section describes payments that would be made to each of the named executive officers and related benefits as a result of (i) a termination of service in the event of a change in control of VF, (ii) the executive’s retirement, (iii) the executive’s termination by VF without “cause”, (iv) the executive’s termination by VF with “cause”, or (v) the executive’s resignation, assuming these events occurred on January 2, 2016.December 30, 2017.
The descriptions below do not include the following amounts that the executives also would have received in all termination scenarios:
(a) retirement benefits, the present value of which is disclosed in the Pension Benefits Table on page 40,
(a) | retirement benefits, the present value of which is disclosed in the Pension Benefits Table on page 41, |
(b) the aggregate balance disclosed in the Nonqualified Deferred Compensation table above,
(b) | the aggregate balance disclosed in the Nonqualified Deferred Compensation table above, |
(c) the executive’s EIC Plan payment for the year ended January 2, 2016, as disclosed in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 34, or
(c) | the executive’s EIC Plan payment for the year ended December 30, 2017, as disclosed in theNon-Equity Incentive Plan Compensation column of the Summary Compensation Table on page 33, or |
(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”.
(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”. |
The named executive officers, other than Mr. Salzburger who retired at the end of 2017, 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. Under Mr. Salzburger’s 2005 employment agreement, heSalzburger transitioned to an advisory role effective April 1, 2017 and Mr. Wiseman retired from our Board of Directors effective October 28, 2017. 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 receive one year of base salary and a pro rata amount ofnot forfeit his annual incentive bonus which would have been earned for the year of termination in the event of his termination without cause.awards due to retirement.
Potential Payments upon a Change in Control ofPOTENTIAL PAYMENTS UPON A CHANGE IN CONTROL OF VF
VF has entered intoChange-in-Control Agreements with the named executive officers. 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 the24-month period after a change in control of VF. “Good reason” for this purpose means a material reduction in the executive’s authority or duties, budget or compensation; a requirement that the executive relocate anywhere not mutually acceptable to the executive and VF; or a breach by VF of the Agreement. The Agreements have a term of three years with automatic annual extensions. The Agreements may be terminated by VF, unless VF has knowledge that a third party intends to effect a change in control of VF and, if a change in control has occurred, the agreements may not be terminated until two years after the change in control.
Generally, severance benefits payable to the named executive officers include alump-sum payment of an amount equal to 2.99 times the sum of the executive’s current annual salary plus the highest amount of annual incentive awarded to the executive during the three fiscal years prior to the date on which the executive’s employment is terminated following a change in control of VF (but not less than 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 ofnon-equity incentive compensation, accelerated vesting of stock
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 43
EXECUTIVE COMPENSATION |
Potential Payments Upon Change in Control, Retirement or Termination of Employment |
options, accelerated lapse of restrictions on restricted stock units and restricted stock,lump-sum payments under the VF SERP for U.S.-based executives, continued life and medical insurance for specified periods after termination, entitlements under retirement plans and alump-sum payment upon attaining retirement age. In the case of RSUs under the MTIP, the RSUs would be deemed earned based on the actual performance achieved through the date of termination projected for the entire performance cycle (except if performance in completed years is below-target the uncompleted years are projected at target), and such RSUs would vest in full (without proration).
EXECUTIVE COMPENSATION
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. Messrs. Wiseman andMr. Baxter would receive additional payments under their Agreementshis Agreement to reimburse themhim for any such excise taxes and other increased taxes, penalties and interest resulting from any payments under the Agreementshis Agreement by reason of such payments being treated as excess parachute payments. However, if the parachute payments exceed the maximum amount that could be paid to the executive without giving rise to an excise tax, but are less than 105% of such amount, then nogross-up will be paid and the parachute payments will be reduced to just below such amount. In the case of Messrs. Rendle, Roe and Roe,Holtz, if the excise tax would apply, each would receive the full payments (withoutgross-up) or the payments would be reduced to an amount just below the level triggering excise tax, whichever alternative results in the greaterafter-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:
(A) an outside party acquires 20% of VF’s voting securities;
(A) | an outside party acquires 20% of VF’s voting securities; |
(B) members of the VF Board of Directors on the date of the Agreement, together with new members approved to join the Board by 75% of the “Incumbent Board” as defined in the Agreements, no longer constitute a majority of the Board; or
(B) | members of the VF Board of Directors on the date of the Agreement, together with new members approved to join the Board by 75% of the “Incumbent Board” as defined in the Agreements, no longer constitute a majority of the Board; or |
(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.
(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. |
Potential Payments Upon Termination of Employment Following a Change in Control and Related BenefitsPOTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL AND RELATED BENEFITS(1,2)
If the named executives’ 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 January 2, 2016,December 30, 2017, the executives would be entitled to receive the following estimated amounts.
Name | Severance Amount (3) | Stock Awards (4) | Unvested Stock Options (5) | Estimated Value of Benefit Continuation (6) | Lump-Sum SERP Benefit (7) | Excise Tax on Change in Control | Total | |||||||||||||||||||||
Mr. Wiseman | $ | 14,253,285 | $ | 9,978,163 | $ | -0- | $ | 87,233 | $ | 2,366,912 | $ | -0- | $ | 26,685,593 | ||||||||||||||
Mr. Rendle | 4,711,259 | 6,249,716 | -0- | 58,745 | 878,275 | -0- | 11,897,995 | |||||||||||||||||||||
Mr. Roe | 2,913,321 | 1,710,136 | 292,169 | 49,851 | 212,242 | -0- | 5,177,719 | |||||||||||||||||||||
Mr. Salzburger (8) | 4,062,797 | 5,839,203 | -0- | 38,469 | -0- | -0- | 9,940,469 | |||||||||||||||||||||
Mr. Baxter | 3,574,695 | 7,325,256 | 660,448 | 51,210 | -0- | -0- | 11,611,609 | |||||||||||||||||||||
Mr. Shearer (9) | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
NAME
| SEVERANCE
| STOCK
| UNVESTED
| ESTIMATED
| LUMP-SUM
| EXCISE TAX
| TOTAL
| ||||||||||||||||||||||||||||
Mr. Rendle
| $
| 10,491,611
|
| $
| 11,689,433
|
|
| -0-
|
| $
| 88,634
|
| $
| 1,680,689
|
|
| -0-
|
| $
| 23,950,367
|
| ||||||||||||||
Mr. Roe
|
| 5,408,464
|
|
| 6,662,803
|
| $
| 2,241,989
|
|
| 63,133
|
|
| 1,532,850
|
|
| -0-
|
|
| 15,909,239
|
| ||||||||||||||
Mr. Baxter
|
| 5,013,034
|
|
| 5,437,798
|
|
| 2,033,876
|
|
| 61,149
|
|
| -0-
|
|
| -0-
|
|
| 12,545,857
|
| ||||||||||||||
Mr. O’Meara (8)
|
| 3,812,968
|
|
| 2,753,046
|
|
| -0-
|
|
| 36,558
|
|
| -0-
|
|
| -0-
|
|
| 6,602,572
|
| ||||||||||||||
Mr. Holtz
|
| 1,815,190
|
|
| 2,006,986
|
|
| -0-
|
|
| 48,183
|
|
| -0-
|
|
| -0-
|
|
| 3,870,359
|
|
1 | These disclosed amounts are estimates only and do not necessarily reflect the actual amounts that would be paid to the named executive officers, which would only be known at the time that they become eligible for payment and would only be payable if a change in control were to occur and the executive’s employment were terminated by VF without cause or by the executive with good reason. The table reflects the amount that could be payable under the various arrangements assuming that the change in control had occurred at |
2 | Valuations of equity awards in this table reflect a price per share of VF Common Stock of |
3 | The amounts in this column represent 2.99 multiplied by the sum of the executive’s current base salary plus the highest actual annual incentive paid to the executive in the past three years. Mr. Holtz’s cash payment is reduced by $613,288 due to a reduction for excise tax implications. |
44VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
Potential Payments Upon Change in Control, Retirement or Termination of Employment |
4 | The amount in this column represents the estimated value of RSU awards under the MTIP for incomplete cycles that would be paid upon a qualifying termination following a change in control. Incomplete cycles as of |
EXECUTIVE COMPENSATION
5 | The amount in this column represents the |
6 | The amount in this column represents the estimated present value of the continuation of health and welfare coverage over the36-month severance period. |
7 | The amount in this column represents the value of enhanced and accelerated SERP benefits for Messrs. |
8 | Cash compensation for Mr. |
Payments Upon RetirementPAYMENTS UPON RETIREMENT
Mr. Salzburger transitioned to an advisory role effective April 1, 2017 and retired on December 30, 2017, and Mr. Wiseman retired from the Board of Directors effective October 28, 2017. Messrs. Wiseman, Rendle, O’Meara and SalzburgerHoltz were eligible for retirement on January 2, 2016. Mr. Shearer retired in March 2015.December 30, 2017. Retirement would not result in any enhanced benefits, but under the terms of certain equity awards an executive who is eligible for retirement would not forfeit his awards due to retirement. In the case of stock options, those options are in substance vested, with such options becoming exercisable at the specified vesting dates (including in the case in which those vesting dates occur after retirement). At January 2, 2016,As of the effective retirement dates for Messrs. Salzburger and Wiseman, the aggregatein-the-money value of the unexercisable options of Messrs. Salzburger and Wiseman which were not forfeited upon retirement was $2,503,724 and $3,477,395, respectively. At December 30, 2017, the aggregatein-the-money value of the unexercisable options of Messrs. Rendle, O’Meara and SalzburgerHoltz which would not be forfeited upon a retirement was $4,713,758, $660,448$7,781,801, $1,221,016 and $884,786 ,$762,592, respectively. In addition, under the MTIP, on the actual retirement dates for Messrs. Salzburger and Wiseman, and upon retirement at January 2, 2016,December 30, 2017 for Messrs. Rendle, O’Meara and Holtz, the RSUs earnable for then incomplete cycles (2014-2016(2016-2018 and 2015-2017)2017-2019) would not be forfeited, but they would remain fully subject to the performance requirements, so that the RSUs would be earned only upon completion of the performance periods and only to the extent performance goals were actually achieved over the performance period. Therefore, the value of such RSUs cannot be calculated as of January 2, 2016.December 30, 2017.
Payments Upon Termination Due to Death or DisabilityPAYMENTS UPON TERMINATION DUE TO DEATH OR DISABILITY(1)
The following table shows the estimated value of all unexercisable options, unvested RSU awards and unvested restricted stock or restricted stock unit awards on January 2, 2016,December 30, 2017, assuming the executives had terminated employment due to death or disability:
Name | Unvested Restricted Stock or Units | RSU Awards | Unvested Stock Options | Total | ||||||||||||
Mr. Wiseman (2) | $ | -0- | $ | 9,462,561 | $ | -0- | $ | 9,462,561 | ||||||||
Mr. Rendle (2) | 2,945,919 | 1,947,157 | -0- | 4,893,076 | ||||||||||||
Mr. Roe (3) | 205,908 | 753,896 | 292,169 | 1,251,973 | ||||||||||||
Mr. Salzburger (2) | 2,842,279 | 1,805,361 | -0- | 4,647,640 | ||||||||||||
Mr. Baxter (3) | 3,542,132 | 1,387,398 | 660,448 | 5,589,978 | ||||||||||||
Mr. Shearer (4) | -0- | -0- | -0- | -0- |
NAME
| UNVESTED RESTRICTED
| RSU
| UNVESTED STOCK
| TOTAL ($)
| ||||||||||||||||
Mr. Rendle (2)
| $
| 2,884,668
|
| $
| 7,467,513
|
|
| -0-
|
| $
| 10,352,181
|
| ||||||||
Mr. Roe (3)
|
| 4,000,588
|
|
| 2,291,162
|
| $
| 2,241,989
|
|
| 8,533,739
|
| ||||||||
Mr. Baxter (3)
|
| 2,976,650
|
|
| 2,129,727
|
|
| 2,033,876
|
|
| 7,140,253
|
| ||||||||
Mr. O’Meara (2)
|
| 1,383,948
|
|
| 1,157,811
|
|
| -0-
|
|
| 2,541,759
|
| ||||||||
Mr. Holtz (2)
|
| 1,141,524
|
|
| 734,659
|
|
| -0-
|
|
| 1,876,183
|
|
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 45
EXECUTIVE COMPENSATION |
Potential Payments Upon Change in Control, Retirement or Termination of Employment |
1 | Valuations reflect a price per share of |
2 | These individuals were retirement eligible on |
EXECUTIVE COMPENSATION
3 | Messrs. Roe and Baxter were not retirement eligible as of |
Payments Upon Termination without CausePAYMENTS UPON TERMINATION WITHOUT CAUSE
In the event of a termination by VF without “cause”, (i) under the Stock Plan, the executive’s stock options would continue to vest and to be exercisable until the end of the period of the executive’s receipt of installments of severance pay, if any, from VF, and (ii) under theMid-Term Incentive Plan, if the executive has been an active participant for at least 12 months in a performance cycle, the executive would be eligible to receive a pro rata portion of the total number of RSUs the executive is deemed to have earned based on performance in the completed portion of the performance cycle, with the pro rata portion determined as of the earlier of (a) the date of the last severance payment, if any, and (b) the last day of the performance period. Except as noted below regarding Mr. Salzburger, theThe determination of whether severance will be paid and the period over which it would be paid is in the discretion of VF’s Compensation Committee. Under Mr. Salzburger’s 2005 employment agreement, he would receive a payment in the amount of one year 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.
Payments Upon Termination for Cause or ResignationPAYMENTS UPON TERMINATION FOR CAUSE OR RESIGNATION
In the event of a termination for “cause” or resignation not qualifying as retirement, each named executive officer would receive no additional compensation.
2015 EQUITY COMPENSATION PLAN INFORMATION TABLECEO Pay Ratio
VF Corporation is a global leader in branded lifestyle apparel, footwear and accessories, engaging in the design, production, procurement, marketing, and distribution of branded products in the Americas, Europe, and the Asia Pacific. Our CEO pay ratio for 2017, which was our last completed fiscal year, is a reasonable estimate calculated in compliance with the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K.
To identify the “median employee,” we took the following steps:
Step 1: We identified our active employee population as of October 1, 2017. The active VF workforce on October 1, 2017, including VF’s consolidated subsidiaries, had 56,943 employees in more than 53 countries throughout the world. Of that population, 22,102 were U.S. employees and 34,841 werenon-U.S. employees.
As a result, our pay ratio includes 56,941 of our 56,943 global full-time, part-time, temporary, and seasonal employees employed and active as of October 1, 2017.
Step 2: We identified a consistently applied compensation measure which would provide a reasonable picture of the annual compensation of our employees. For our consistently applied compensation measure, we usedtotal cash compensation received – a combination of salary/overtime (paid on an hourly, weekly, biweekly or monthly basis) plus a variety of other cash-based incentive pay (including bonuses and other types of production based pay typical for their respective positions) received by the employees in our identified population.
46VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
EXECUTIVE COMPENSATION |
CEO Pay Ratio |
Step 3: We identified the “median employee” from our employee population by ranking our employees, excluding the CEO, high to low based on their total cash compensation earned over the measurement period. After identifying the median employee, we calculated that individual’s 2017 total annual compensation in accordance with the requirements of the Summary Compensation Table.
CALCULATING THE CEO PAY RATIO
As noted above, VF has a large global workforce consisting in the U.S. of many part-time college or high school students and, internationally many manufacturing and production based employees. Approximately 25% of our population works part time. Our median employee was one of those individuals – a part-time, retail associate who was attending a local college.
Therefore, our CEO to Median Employee Pay Ratio is 1,353:1.
2017 Equity Compensation Plan Information Table
The following table provides information as of January 2, 2016,December 30, 2017, regarding the number of shares of VF Common Stock that may be issued under VF’s equity compensation plans.
(a) | (b) | (c) | (a)
| (b)
| (c)
| ||||||||||||||||
Plan Category (1) | Number of securities to be issued upon exercise of outstanding options, warrants and rights (2) | Weighted average exercise price of outstanding options, warrants and rights (2) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) | ||||||||||||||||||
PLAN CATEGORY (1)
| NUMBER OF SECURITIES TO BE OF OUTSTANDING OPTIONS,
| WEIGHTED AVERAGE
| NUMBER OF SECURITIES REMAINING
| ||||||||||||||||||
Equity compensation plans approved by shareholders | 17,187,679 | $ 41.73 | 42,927,147 |
| 17,057,351
|
|
| $52.03
|
|
| 32,735,057
|
| |||||||||
Equity compensation plans not approved by shareholders | — | — | — |
| -0-
|
|
| -0-
|
|
| -0-
|
| |||||||||
Total | 17,187,679 | $ 41.73 | 42,927,147 |
| 17,057,351
|
|
|
$52.03
|
|
|
32,735,057
|
|
1 | The table does not include information regarding the Executive Deferred Savings Plan and Deferred Savings Plan forNon-Employee Directors. These plans permit the deferral of salary, annual cash incentive and director compensation into, among other things, stock equivalent accounts. Deferrals in a stock equivalent account are valued as if deferrals were invested in VF Common Stock as of the deferral date, and are paid out only in cash. VF maintains a rabbi trust that holds shares that approximately correspond in number to the stock equivalents, and provides pass-through voting rights with respect to those stock equivalents. Stock equivalents are credited with dividend equivalents. As of |
2 | The number of shares includes |
EXECUTIVE COMPENSATION
criteria and may be settled only for shares of Common Stock on aone-for-one basis. Accordingly, the restricted stock units have been disregarded for purposes of computing the weighted-average exercise price. The number of shares also includes |
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 47
EXECUTIVE COMPENSATION |
2017 Equity Compensation Plan Information Table |
3 | Full-value awards, such as restricted stock and restricted stock units, as well as stock options, may be awarded under VF’s 1996 Stock Compensation Plan; all shares reflected in this column are shares available under the 1996 Stock Compensation Plan. Any shares that are delivered in connection with stock options are counted against the remaining securities available for issuance as one share for each share actually delivered. Any shares that are delivered in connection with full-value awards are counted against the remaining securities available as three shares for each full-value share actually delivered. |
48VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
SECURITY OWNERSHIPSECURITY OWNERSHIP OF CERTAIN CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
BENEFICIAL OWNERSAND MANAGEMENT
COMMON STOCK BENEFICIAL OWNERSHIPOF CERTAIN BENEFICIAL OWNERSCommon Stock Beneficial Ownership of Certain Beneficial Owners
Shown below are persons known by VF to have voting power and/or dispositive power over more than 5% of its Common Stock, as well as certain other information, all as of March 1, 2016,2018, except that information regarding the number of shares beneficially owned by these shareholders (but not the calculation of the percentage of the outstanding class) is as of the end of December 2015,2017, as indicated in the footnotes below.
|
|
| ||||||||
Trusts under Deeds of Trust dated August 21, 1951 (2,3,4) | 8.79% | |||||||||
Trust under Will of John E. Barbey, deceased (2,3,4) | 8.73% | |||||||||
|
|
|
| |||||||
Total | 17.52% | |||||||||
The Vanguard Group (5) | ||||||||||
| 5.73% | |||||||||
BlackRock, Inc. (6) | 21,891,867 shares | 5.50% | ||||||||
Wellington Management Group LLP and affiliates (7) | 21,582,583 shares | 5.46% |
1 | None of the shares in this column is known to be a share with respect to which any of the listed owners has the right to acquire beneficial ownership, as specified in Rule13d-3(d)(1) under the 1934 Act. |
2 | Juliana L. Chugg and Clarence Otis, Jr., who are members of the VF Board of Directors, and PNC Bank, N.A. act as the Trustees under the Deeds of Trust dated August 21, 1951 and under the Will of John E. Barbey (the “Trusts”). Because neither the individual Trustees nor PNC Bank, N.A. separately controls the decision-making of the Trustees, the |
3 | Present life tenants and remaindermen under the Deeds of Trust and the Will are various. All present life tenants and all or most future life tenants and/or remaindermen under the Deeds of Trust are, or will be, descendants of John E. Barbey. No individual life tenant or remainderman may, within 60 days, attain beneficial ownership, as specified in Rule13d-3(d)(1) under the 1934 Act, which exceeds 5% of the outstanding shares. |
4 | Including shares in the above table, PNC Bank, N.A. and its affiliates held a total of |
5 | The information in the above table concerning The Vanguard Group (“Vanguard”) was obtained from a Schedule |
6 | The information in the above table concerning |
7 | The information in the above table concerning Wellington Management Group LLP and affiliates was obtained from a Schedule 13G/A filed with the Securities and Exchange Commission by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, and Wellington Management Company LLP (collectively “Wellington”) on February 8, 2018 reporting beneficial ownership at December 29, 2017. Wellington reported having shared voting power over |
SECURITY OWNERSHIPOF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT
COMMON STOCK BENEFICIAL OWNERSHIPVF CORPORATION |2018 ANNUAL MEETING OF MANAGEMENT SHAREHOLDERS 49
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Common Stock Beneficial Ownership of Certain Beneficial Owners |
The following table reflects, as of March 1, 2016,2018, the total beneficial ownership of VF Common Stock by each director and nominee for director, and each named executive officer, and by all directors and executive officers as a group. Each named individual and all members of the group exercise sole voting and dispositive power, except as indicated in the footnotes.
NAME OF BENEFICIAL OWNER |
| ||||
| |||||
Richard T. Carucci | 123,053 | ||||
Juliana L. Chugg | 124,201 | ||||
| 11,296 | ||||
Mark S. Hoplamazian | 24,420 | ||||
Robert J. Hurst | 414,836 | ||||
Laura W. Lang | 52,430 | ||||
W. Alan McCollough | 140,287 | ||||
W. Rodney McMullen | 27,410 | ||||
Clarence Otis, Jr. | 118,319 | ||||
| 11,296 | ||||
| 45,995 | ||||
Named Executive | |||||
Scott H. Baxter | 505,240 | ||||
| 94,769 | ||||
| 233,588 | ||||
| 758,603 | ||||
| 278,059 | ||||
| 870,803 | ||||
Eric C. Wiseman | 2,407,498 | ||||
All Directors and Executive Officers as a Group | 6,810,579 |
1 | Shares counted as owned include shares held in trusts as of |
2 | Shares owned also include those that could be acquired upon exercise of the following number of stock options that are exercisable as of March 1, |
3 | Ms. Chugg and Mr. Otis, together with PNC Bank, N.A., act as the Trustees of the Trusts, which together are deemed to beneficially own (but the individual Trustees are not deemed to separately beneficially own) |
4 |
50VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
PROPOSALTO APPROVE COMPENSATIONOF
NAMED EXECUTIVE OFFICERSAS DISCLOSEDIN THIS PROXY STATEMENTProposal to Approve Compensation of Named Executive Officers as Disclosed in This Proxy Statement
At the Annual Meeting, VF shareholders will be asked for an advisory shareholder vote to approve the compensation of VF’s named executive officers, as such compensation is disclosed in this proxy statement pursuant to the disclosure rules of the Securities and Exchange Commission.
Shareholders are being asked to vote on the following resolution:
“Resolved, that the shareholders approve the compensation of VF’s executive officers named in the Summary Compensation Table, as disclosed in VF’s Proxy Statement dated March 24, 2016,14, 2018, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures.”
Please refer to the section titled “Executive Compensation” of this proxy statement for a detailed discussion of VF’s executive compensation principles and practices and the fiscal 20152017 compensation of our named executive officers.
VF’s Executive Compensation Program has consistently met its objectives in recent years, enabling VF to attract and retain capable executives, provide incentives for achieving and exceeding VF’s financial goals and aligning the financial objectives of VF’s executives with those of shareholders.
VF’s global business model, diverse brand portfolio, and focused operational discipline helped the company deliver solid results in 2017. Highlights of VF’s performance in 2015 – a year that included a softer consumer environment, record warm weather and a dramatically strengthened U.S. dollar –2017 included:
References to 2015 foreign currency amounts above reflect the changes in foreign exchange rates from 2014shareholders through dividends and their impact on both translating foreign currencies into U.S. dollars and on transactions denominated in a foreign currency.
As discussed above in the Compensation Discussion and Analysis, compensation in fiscal 20152017 for each named executive officer was consistent with ourpay-for-performance philosophy.
PROPOSALTO APPROVE COMPENSATIONOF NAMED EXECUTIVE OFFICERSAS DISCLOSEDIN THIS PROXY STATEMENT
Although, as an advisory vote, this proposal is not binding upon VF or the Board, the Compensation Committee, which is composed solely of independent directors and is responsible for making decisions regarding the amount and form of compensation paid to VF’s executive officers, will carefully consider the shareholder vote on this matter, along with other expressions of shareholder views it receives on specific policies and desirable actions. If there are a significant number of unfavorable votes, we will seek to understand the concerns that influenced the vote and address them in making future decisions affecting the Executive Compensation Program.executive compensation program.
The VF Board of Directors unanimously recommends that you vote “FOR” the approval of the compensation of named executive officers as disclosed in this proxy statement.
VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 51
RATIFICATIONOFTHE SELECTION
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMRatification of The Selection of Independent Registered Public Accounting Firm
Selection of Independent Registered Public Accounting Firm.On March 29, 2017, VF’s Board of Directors approved a change in VF’s fiscal year from the Saturday closest to December 31 of each year to the Saturday closest to March 31 of each year, effective for the fiscal year beginning April 1, 2018 and ending March 30, 2019. The Audit Committee has retained PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 20162018 transition period from December 31, 2017 to March 31, 2018 and for the 2019 fiscal year. PricewaterhouseCoopers LLP served as VF’s independent registered public accounting firm for the 20152017 fiscal year. In connection with its decision to retain PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm, the Audit Committee considered whether the provision ofnon-audit services by PricewaterhouseCoopers LLP was compatible with maintaining PricewaterhouseCoopers LLP’s independence and concluded that it was. A representative of PricewaterhouseCoopers LLP will be present at the Meeting. The representative will be given an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions. Although we are not required to do so, we believe it is appropriate to ask shareholders to ratify the appointment of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm. If shareholders do not ratify the selection of PricewaterhouseCoopers LLP, the Audit Committee will reconsider the selection of an independent registered public accounting firm. Even if shareholders do ratify the selection, the Audit Committee retains its discretion to reconsider its appointment if it believes such a change would be in the best interest of VF and its shareholders.
The VF Board of Directors unanimously recommends athat you vote “FOR” ratification
of the selection of PricewaterhouseCoopers LLP.
Professional Fees of PricewaterhouseCoopers LLP. The following chart summarizes the estimated fees of PricewaterhouseCoopers LLP for services rendered to VF during the 20142016 and 20152017 fiscal years.
Type of Fees | 2015 | 2014 | Description of Fees | |||||||||||||||||
TYPE OF FEES | 2017 | 2016 | DESCRIPTION OF FEES | |||||||||||||||||
Audit Fees | $ | 6,421,000 | $ | 5,451,000 | “Audit Fees” are fees that VF paid to PricewaterhouseCoopers LLP for the audit of VF’s consolidated financial statements included in VF’s Annual Report on Form 10-K and review of financial statements included in the Quarterly Reports on Form 10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings and engagements; and for the audit of the effectiveness of VF’s internal control over financial reporting. | $ | 8,118,000 | $ 5,809,000 | “Audit Fees” are fees that VF paid to PricewaterhouseCoopers LLP for the audit of VF’s consolidated financial statements included in VF’s Annual Report on Form10-K and review of financial statements included in the Quarterly Reports on Form10-Q, and for services that are normally provided by the auditor in connection with statutory and regulatory filings and engagements; and for the audit of the effectiveness of VF’s internal control over financial reporting.
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Audit Related Fees | 180,000 | 167,000 | “Audit Related Fees” are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of VF’s financial statements and are not reported above under the caption “Audit Fees”. “Audit Related Fees” in 2014 and 2015 consisted primarily of social security audits, sales certificates and other assurance services. | 679,000 | 323,000 | “Audit Related Fees” are fees billed for assurance and related services that are reasonably related to the performance of the audit or review of VF’s financial statements and are not reported above under the caption “Audit Fees”. “Audit Related Fees” in 2016 and 2017 consisted primarily of social security audits, sales certificates and other assurance services.
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Tax Fees | 2,523,000 | 2,258,000 | “Tax Fees” are fees billed for professional services for tax compliance, tax advice, and tax planning. “Tax Fees“ in 2014 and in 2015 consisted primarily of tax advisory and tax compliance services, transfer pricing and VAT assistance. | 2,213,000 | 2,912,000 | “Tax Fees” are fees billed for professional services for tax compliance, tax advice, and tax planning. “Tax Fees” in 2016 and in 2017 consisted primarily of tax advisory and tax compliance services, transfer pricing and VAT assistance.
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All Other Fees | 1,225,000 | 40,000 | “All Other Fees” are fees billed for services other than services reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”. The “All Other Fees” in 2014 and 2015 consisted of audit services related to VF’s nonfinancial sustainability data, and in 2015 consisted of services related to business continuity management and an ecommerce project. | 50,000 | 127,000 | “All Other Fees” are fees billed for services other than services reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”. The “All Other Fees” in 2016 and 2017 consisted of audit services related to VF’s nonfinancial sustainability data, and in 2016 also related to enterprise risk assessment and business interruption insurance values analysis.
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Total | $ | 10,349,000 | $ | 7,916,000 | $
| 11,060,000
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| $ 9,171,000
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VF’s process is that all audit related services and all other permissiblenon-audit services provided by PricewaterhouseCoopers LLP are to bepre-approved by the Audit Committee. Thepre-approval policies adopted by the Audit Committee provide that annual, recurring services that will be provided by VF’s independent registered public accounting firm and related fees are presented to the Audit Committee for its
RATIFICATIONOFTHE SELECTIONOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
consideration and advance approval. Criteria are established by the Audit Committee for its advance approval of specified categories of services and payment of fees to VF’s independent registered public accounting firm for changes in scope of recurring services or additional nonrecurring services during the current year. On a quarterly basis, the Audit Committee is informed of each previously approved service performed by VF’s independent registered public accounting firm and the related fees. During the year,
52VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS
ITEMNO. 3 |
Ratification of The Selection of Independent Registered Public Accounting Firm |
circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the originalpre-approval categories. In those instances, the Audit Committee requires specificpre-approval before engaging the independent registered public accounting firm. The percentage of non-audit services provided by VF’s independent registered public accounting firm pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X during 2015 was less than two percent.
Report of the Audit Committee.The Audit Committee reports as follows with respect to the audit of VF’s consolidated financial statements for the fiscal year ended January 2, 2016December 30, 2017 (the “2015“2017 Financial Statements”). At meetings of the Audit Committee held in February 2016,2018, the Audit Committee (i) reviewed and discussed with management the 20152017 Financial Statements and audit of internal control over financial reporting; (ii) discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the Statement of Auditing Standards No. 61 (Communication with Audit Committees), as amended by the AICPA professional standards, vol. 1 AU section 380, as adopted by the Public Company Oversight Board in Rule 3200T,3200, as subsequently superseded by Auditing Standard No. 161301 (Communications with Audit Committees), which include, among other items, matters related to the conduct of the audit of the 20152017 Financial Statements; and (iii) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding their communications with the Audit Committee concerning independence and discussed with PricewaterhouseCoopers LLP their independence from VF. Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors that the 20152017 Financial Statements as audited by PricewaterhouseCoopers LLP be included in VF’s Annual Report on Form10-K for the fiscal year ended January 2, 2016December 30, 2017 to be filed with the Securities and Exchange Commission.
Juan Ernesto de Bedout,Clarence Otis, Jr., Chairman
Richard T. Carucci
Mark S. HoplamazianBenno Dorer
W. Rodney McMullen
Clarence Otis, Jr.Carol L. Roberts
OTHER INFORMATIONVF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS 53
The Board of Directors does not know of any other matter that is intended to be brought before the Meeting, but if any other matter is presented, the persons named in the enclosed proxy card will be authorized to vote on behalf of the shareholders in their discretion and intend to vote the same according to their best judgment. As of February 3, 2016,23, 2018, VF had not received notice of any matter to be presented at the Meeting other than as described in this proxy statement.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires directors and certain officers of VF, as well as persons who own more than 10% of a registered class of VF’s equity securities (“Reporting Persons”), to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission and the New York Stock Exchange. Based solely on its review of the Forms filed with the Securities and Exchange Commission and representations received from directors and officers, VF believes that during the preceding year all Reporting Persons timely complied with all filing requirements applicable to them.
VF will bear the cost of this proxy solicitation. In addition to the use of mail, proxies may be solicited in person or by telephone by VF employees without additional compensation. VF has engaged D.F. King & Co., Inc. to solicit proxies in connection with this proxy statement, and employees of that company are expected to solicit proxies in person, by telephone and by mail. The anticipated cost to VF of such solicitation is approximately $16,500,$17,500, plus expenses. VF will reimburse brokers and other persons holding stock in their names or in the names of nominees for their expenses incurred in sending proxy material to principals and obtaining their proxies.
Shareholder Proposals and Nominations for the 20172019 Annual Meeting of Shareholders
Shareholders may nominate director candidates and make proposals to be considered at the 20172019 Annual Meeting of Shareholders. In accordance with VF’sBy-Laws, any shareholder nominations of candidates for election as directors at the 20172019 Annual Meeting or any other proposal for consideration at the 20172019 Annual Meeting must be received by VF, together with certain information specified in VF’sBy-Laws, no later than November 24, 2016.14, 2018. In order to have a shareholder proposal included in the proxy statement and form of proxy, the proposal must be delivered to VF at VF’s mailing address, P.O. Box 21488, Greensboro, North Carolina 27420, notno later than November 24, 2016,February 14, 2019, and the shareholder must otherwise comply with applicable SEC requirements and ourBy-Laws. In accordance with Rule14a-8(e)(2) under the 1934 Act, this deadline provides a reasonable time for shareholders to submit proposals to VF before VF begins to print and send its proxy materials for the 2019 Annual Meeting of Shareholders, the date of which will be changed by more than 30 days from the date of the 2018 Annual Meeting of Shareholders due to the change in VF’s fiscal year.
The form of proxy issued with VF’s 20172019 proxy statement will confer discretionary authority to vote for or against any proposal made by a shareholder at VF’s 20172019 Annual Meeting of Shareholders and which is not included in VF’s proxy statement. However, such discretionary authority may not be exercised if the shareholder proponent has given to VF’s Secretary notice of such proposal at the address set forth in the preceding paragraph notno later than November 24, 2016,14, 2018, and certain other conditions provided for in the SEC’s rules have been satisfied.
By Order of the Board of Directors Laura C. Meagher Vice President, General Counsel and Secretary Dated: March 14, 2018 54VF CORPORATION |2018 ANNUAL MEETING OF SHAREHOLDERS |
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Dated: March 24, 2016
V.F. CORPORATION
INDEPENDENCE STANDARDSOFTHE BOARDOF DIRECTORS
To be considered independent under the Listing Standards of the NYSE, the Board must determine that a director does not have any direct or indirect (as a partner, shareholder or officer of an organization that has a relationship with VF) material relationship with VF by broadly considering all relevant facts and circumstances. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others. The Board’s determination of each director’s independence will be disclosed annually in VF’s proxy statement. The Board has established the following categorical standards to assist it in determining director independence in accordance with the NYSE rules:
In addition, members of the Audit Committee of the Board are subject to heightened standards of independence under the NYSE rules and the SEC rules and regulations.
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q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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ANNUAL MEETING OF SHAREHOLDERS OF VF CORPORATION | ||||||||||||||||||||||
Date: APRIL 24, 2018 | ||||||||||||||||||||||
Time: 10:30 a.m. (Eastern Daylight Time) | ||||||||||||||||||||||
Place: O. Henry Hotel, Caldwell Room, 624 Green Valley Road, Greensboro, NC 27408 | ||||||||||||||||||||||
Please make your marks like this:☒ Use dark black pencil or pen only | ||||||||||||||||||||||
The Board of Directors recommends a voteFOReach of the nominees in Item No. 1 andFORItems No. 2 and 3 | ||||||||||||||||||||||
1: | Election of | Board Recommends i | ||||||||||||||||||||
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06 W. Alan McCollough | ☐ | ☐ | For | |||||||||||||||||||
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09 Steven E. Rendle | ☐ | ☐ | For | |||||||||||||||||||
10 Carol L. Roberts | ☐ | ☐ | For | |||||||||||||||||||
11 Matthew J. Shattock | ☐ | ☐ | For | |||||||||||||||||||
For | Against | Abstain | ||||||||||||||||||||
2: | Advisory vote to approve named executive officer compensation. | ☐ | ☐ | ☐ | For | |||||||||||||||||
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For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||
2. | Advisory vote to approve named executive officer compensation. | ¨ | ¨ | ¨ | 3. | Ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2016 fiscal year. | ¨ | ¨ | ¨ |
Shares subject to this proxy/voting instruction card will be voted in the manner indicated above, when the card is properly executed and returned. If no indication is made, such shares will be voted FOR the election of all nomineesas Directors,FORtheapproval of named executive officer compensation, and FOR ratification of the selection of the independent registered public accounting firm.For participants in the VF Corporationemployee benefit plans: This card will be treated as voting instructions to the plan trustees or administrator, as explained on the reverse side of this card.
3: | Ratification of the selection of PricewaterhouseCoopers LLP as VF’s independent registered public accounting firm for the 2018 transition period and for the 2019 fiscal year. | ☐ | ☐ | ☐ | For | ||||||||
Authorized Signatures |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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Annual Meeting of Shareholders of VF Corporation | ||||
to be held on TUESDAY, APRIL 24, 2018 | ||||
for Holders as of MARCH 1, 2018 | ||||
This proxy is being solicited on behalf of the Board of Directors | ||||
VOTE BY: | ||||
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• | Go to, www.proxypush.com/vfc | 866-256-1151 | ||||||||
• | Cast your vote online. | OR | • | Use any touch-tone telephone. | ||||||
• | View meeting documents. | • | Have your Proxy Card/Voting Instruction Form ready. | |||||||
• | Follow the simple recorded instructions. |
MAIL
Mark, sign and date your Proxy Card/Voting Instruction Form. | ||||||||||
• | Detach your Proxy Card/Voting Instruction Form. | |||||||||
• | Return your Proxy Card/Voting Instruction Form in the postage-paid envelope provided. | |||||||||
Shares subject to this proxy/voting instruction card will be voted in the manner indicated when the card is properly executed and returned.If no indication is made, such shares will be voted FOR the election of all nominees as Directors, FOR the approval of named executive officer compensation, and FOR ratification of the selection of the independent registered public accounting firm.For participants in the VF Corporation employee benefit plans:This card will be treated as voting instructions to the plan trustees or administrator, as explained on the reverse side of this card. |
Proxies submitted by the Internet or telephone must be received by 11:59 P.M.,
Eastern Daylight Time, April 23, 2018.
All votes for 401k participants must be received by 11:59 P.M.,
Eastern Daylight Time, April 19, 2018.
PROXY TABULATOR FOR | ||||
VF CORPORATION P.O. BOX 8016 CARY, NC 27512-9903 | ||||
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Voting Instructions for the VF 401k Savings Plan
for Employees (the “Savings Plan”):
This card constitutes voting instructions to Fidelity Management Trust Company, the Trustee for the Savings Plan, to vote in person or by proxy any shares of Common Stock allocated to the participant as of March 1, 20162018 under the Savings Plan, at the Annual Meeting of Shareholders of VF Corporation to be held on April 26, 2016,24, 2018, and at any adjournments thereof, and also constitutes voting instructions to the Trustee for a proportionate number of shares of Common Stock in the Savings Plan for which no instruction card has been received from other participants. If you do not return this card, the Trustee will vote any shares allocated to you in the same proportion as the shares for which instructions were received from other participants in the Savings Plan.
Voting Request for the VF Executive Deferred Savings Plan and the VF Executive Deferred Savings Plan II (collectively, the “EDSP”):
This card constitutes a voting request to the VF Corporation Pension PlanRetirement Plans Committee (the “Committee”), Administrator of the EDSP, to vote any shares of Common Stock held by the trustee of the grantor trust relating to the EDSP and credited to the participant’s EDSP account as of March 1, 2016,2018, at the Annual Meeting of Shareholders of VF Corporation to be held on April 26, 2016,24, 2018, and at any adjournments thereof, with the understanding that the Committee, pursuant to its discretionary powers under the EDSP, may reject this request and direct that the shares be voted in a contrary manner.
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
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Proxy — VF Corporation
Annual Meeting of Shareholders
PROXY SOLICITATION/VOTING INSTRUCTION CARDApril 24, 2018, 10:30 a.m. (Eastern Daylight Time)
This Proxy is Solicited on Behalf of the Board of Directors for
Annual Meeting on April 26, 2016
The shareholder hereby appoints E.C. WisemanS.E. Rendle and L.C. Meagher, and each of them acting individually, proxies of the shareholder, with full power of substitution, to represent and vote, as directed on the reverse side of this card, all shares of Common Stock of VF Corporation held of record by the shareholder on March 1, 2016,2018, at the Annual Meeting of Shareholders of VF Corporation to be held on April 26, 2016,24, 2018, and at any adjournments thereof, and, in their discretion, upon such other matters not specified as may come before said meeting. The shareholder hereby revokes any prior proxies.
Shares subject to this proxy/voting instruction card will be voted in the manner indicated herein when the card is properly executed and returned.If no indication is made, such shares will be voted FOR the election of all nominees as Directors, FOR the approval of named executive officer compensation, and FOR ratification of the selection of the independent registered public accounting firm.For participants in the VF Corporation employee benefit plans:This card will be treated as voting instructions to the plan trustees or administrator, as explained on this card.
You are encouraged to specify your choice by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations.
UNLESS YOU VOTE BY TELEPHONE, INTERNET, OR BY SIGNING AND RETURNING THIS CARD, THE PROXIES CANNOT VOTE YOUR SHARES.
PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Non-Voting Items
Change of Address —Please print your new address below.
Comments — Please print your comments below.
Mark the box to the right if you plan to attend the Annual Meeting. |
IF VOTING BY MAIL, YOUMUST COMPLETE | + |