UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2023, the Board of Directors (the “Board”) of V. F. Corporation (the “Company”) approved the appointment of Bracken Darrell as President and Chief Executive Officer of the Company, effective as of July 17, 2023 (the “Appointment Date”). Mr. Darrell will replace Benno Dorer, who has been serving as the Company’s Interim President and Chief Executive Officer. In connection with Mr. Darrell’s appointment as President and Chief Executive Officer of the Company, the Board approved an increase in the size of the Board by one and the appointment of Mr. Darrell as a member of the Board and as an ex officio member of the Finance Committee of the Board, all effective as of August 1, 2023. On June 16, 2023, the Board also approved the appointment of Richard Carucci, a member of the Board since 2009, as independent Chair of the Board, effective immediately.
Mr. Darrell, 60, served as President (2012-2023), Chief Executive Officer (2013-2023) and a member of the board of directors of Logitech International S.A. Prior to joining Logitech, Mr. Darrell held various positions at Whirlpool Corporation, including serving as President of Whirlpool EMEA and Executive Vice President of Whirlpool Corporation from January 2009 to March 2012. Mr. Darrell holds a BA degree from Hendrix College and an MBA from Harvard University. Mr. Darrell has no family relationship to the Company nor to any of its directors or executive officers, and there are no transactions in which Mr. Darrell has an interest requiring disclosure under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Darrell and any other person pursuant to which Mr. Darrell was appointed as an officer or a director of the Company.
On June 20, 2023, in connection with Mr. Darrell’s appointment as President and Chief Executive Officer, the Company and Mr. Darrell entered into an offer letter setting forth the terms of his employment. In consideration for his services to the Company, Mr. Darrell will receive an annual base salary of $1,300,000, a target annual bonus opportunity of 175% of his annual base salary (which bonus for fiscal year 2024 will be prorated based on the number of days of service) and, with respect to fiscal year 2024, an annual long-term incentive opportunity of $9,000,000. In respect of certain compensation that Mr. Darrell forfeited from his prior employer, he will be granted equity awards (the “make-whole equity awards”) with an aggregate grant date fair value of $3,000,000, which will be granted 50% in the form of restricted stock units and 50% in the form of stock options and which will vest 50% on the first anniversary of the Appointment Date and 50% on the second anniversary of the Appointment Date, subject to his continued employment through the applicable vesting date. In addition, Mr. Darrell will be eligible to participate in the Company’s health and welfare programs, 401(k) plan and other programs available to the Company’s senior executives and will be eligible for relocation benefits in accordance with the Company’s relocation policy. If Mr. Darrell’s employment is terminated without cause within two years following the Appointment Date and not in connection with a change in control, the offer letter provides for cash severance equal to two times his annual base salary, a cash payment equal to 18 months of the Company’s subsidy for active employees under its health care plans and full vesting of the make-whole equity awards. The make-whole equity awards would also vest upon Mr. Darrell’s termination due to death or disability or the Company’s material breach of the offer letter. Such severance benefits are subject to his execution of a release of claims and compliance with restrictive covenants.
Mr. Darrell is also expected to execute the Company’s form of Change in Control Agreement, which provides to the Company’s named executive officers severance benefits upon a termination of employment without cause or for good reason within 24 months following a change in control that are described in the Company’s annual meeting proxy statement filed with the U.S. Securities and Exchange Commission on June 12, 2023. The offer letter also contemplates that Mr. Darrell will execute the VF Corporation Non-Competition, Non-Solicitation & Confidentiality Agreement for Equity Plan Participants, which contains a perennial nondisclosure covenant and covenants concerning noncompetition and nonsolicitation of employees, customers and suppliers while employed and for one year post-termination. The foregoing summary of the offer letter is not complete and is qualified in its entirety by reference to the full text thereof, which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
In addition, in recognition of Mr. Dorer’s strong performance and accomplishments as the Company’s Interim President and Chief Executive Officer, on June 16, 2023, the Board approved a completion bonus for him in the amount of $300,000, and approved the vesting of the unvested portion of the restricted stock unit award that was granted to him upon commencing service as Interim President and Chief Executive Officer, which benefits will be provided to him in connection with his stepping down from such role, subject to his continued employment through the last business day preceding the Appointment Date.
| Item 7.01. | Regulation FD Disclosure. |
On June 20, 2023, the Company issued a press release announcing the planned leadership changes and related matters discussed above. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Offer Letter between V. F. Corporation and Bracken Darrell, dated June 20, 2023 | |
| 99.1 | Press Release, dated June 20, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| V.F. CORPORATION | ||
| By: | /s/ Jennifer S. Sim | |
| Name: | Jennifer S. Sim | |
| Title: | Executive Vice President, General Counsel & Secretary | |
Date: June 20, 2023