Form 4: V.F. Corp. Director Mark Hoplamazian Increases Phantom Stock Holdings Through Compensation Deferral

V.F. Corp. Director Mark Samuel Hoplamazian acquired 2,639.358 phantom stock units by deferring director fees, increasing his total beneficial ownership to 23,501.7871 units.

Summary

• Mark Samuel Hoplamazian, a Director of V F Corp (VFC), acquired 2,639.358 phantom stock units (PSUs) on June 27, 2025.
• The PSUs were acquired by deferring director fees, with each PSU valued at $11.84, which was the fair market value (closing market price) per share on the date of deferral.
• These PSUs are accrued under the VF Corporation Directors Deferred Savings Plan and are to be settled 100% in cash upon the reporting person's retirement.
• The number of PSUs beneficially owned by Mr. Hoplamazian following this transaction is 23,501.7871.
• The PSUs represent a 1-for-1 equivalent to Common Stock for valuation purposes, though they are cash-settled.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the director's decision to defer fees into phantom stock units demonstrates continued alignment with the company's long-term performance and shareholder interests, which is generally viewed favorably.

Positives

• The acquisition of phantom stock units through deferred fees indicates a continued alignment of the director's interests with the long-term performance of V.F. Corp.
• Deferring compensation into equity-linked instruments is a common practice that demonstrates confidence in the company's future.

Future Outlook

The phantom stock units are designed to be settled 100% in cash upon the reporting person's retirement, indicating a long-term compensation structure tied to the company's performance.

Management Comments

• Phantom stock units are accrued under the VF Corporation Directors Deferred Savings Plan, to be settled 100% in cash upon the reporting person's retirement.
• The number of PSUs acquired equals the amount of Directors' fees deferred by the reporting person divided by the fair market value (closing market price) per share on the date of deferral.
• The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends.

Industry Context

This transaction reflects a common practice in corporate governance where directors elect to defer a portion of their compensation into equity-linked instruments, such as phantom stock, to align their financial interests with those of shareholders. This mechanism is widely used across various industries to incentivize long-term commitment and performance.

Comparison to Industry Standards

• The deferral of director fees into phantom stock units is a standard practice for director compensation across many publicly traded companies, aiming to align director incentives with shareholder value.
• While specific comparable companies or projects are not detailed in this filing, this type of compensation structure is prevalent in large corporations, including those in the apparel and footwear industry where V.F. Corp operates.

Stakeholder Impact

• Shareholders: The deferral of director fees into phantom stock units aligns the director's financial interests with shareholder value, potentially fostering more prudent long-term decision-making.
• Management: This transaction is part of the established compensation plan for directors, reflecting standard corporate governance practices.

Next Steps

• The phantom stock units will be settled 100% in cash upon the reporting person's retirement.
• The number of PSUs beneficially owned may vary over time due to deemed reinvestment of dividends.

Key Dates

Keywords

V.F. Corp, VFC, Mark Hoplamazian, Phantom Stock Units, Director Compensation, SEC Form 4, Insider Transaction, Deferred Compensation, Corporate Governance