Form 4: VF Corp Director Acquires Phantom Stock Units

VF Corp Director Mark Hoplamazian acquired 1,689.189 phantom stock units as part of a deferred compensation plan.

Summary

• Mark Samuel Hoplamazian, a Director of V F Corp (VFC), acquired 1,689.189 phantom stock units (PSUs) on December 26, 2025.
• The PSUs were accrued under the VF Corporation Directors Deferred Savings Plan and are to be settled 100% in cash upon the reporting person's retirement.
• Each PSU was acquired by deferring $18.50 of Directors' fees.
• The number of PSUs acquired is calculated by dividing the deferred Directors' fees by the fair market value (closing market price) per share on the date of deferral.
• Following this transaction, Mark Samuel Hoplamazian beneficially owns 27,559.2351 phantom stock units.
• The number of PSUs beneficially owned may fluctuate over time due to deemed reinvestment of dividends.

Sentiment

Score: 6

Explanation: The filing reports a routine, expected transaction related to director compensation. It indicates continued alignment of a director's interests with the company's long-term performance, which is mildly positive, but does not present any significant new information to dramatically alter sentiment.

Positives

• The acquisition of phantom stock units by a director demonstrates continued alignment of management's long-term interests with the company's performance, as these units are settled in cash upon retirement.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the nature of the phantom stock units being settled upon retirement.

Management Comments

• 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 is a routine insider filing related to director compensation and does not directly reflect broader industry trends or competitive positioning. Deferred compensation plans, including phantom stock, are common mechanisms for aligning director interests with long-term shareholder value across various industries.

Comparison to Industry Standards

• Deferred compensation plans, such as the VF Corporation Directors Deferred Savings Plan, are standard practice in corporate governance for publicly traded companies, including peers in the apparel and footwear industry like Nike (NKE) or Adidas (ADDYY).
• The structure of phantom stock units, which are cash-settled upon retirement and linked to company stock performance, is a common method to incentivize long-term commitment and performance from non-employee directors.
• The specific value of $18.50 per PSU reflects the company's stock price at the time of deferral, which is a typical valuation method for such instruments.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Mark Samuel Hoplamazian under the VF Corporation Directors Deferred Savings Plan constitutes a related party transaction, as it involves compensation provided by the company to a member of its board.

Stakeholder Impact

• Shareholders: The transaction reflects a standard component of director compensation, aligning director interests with long-term shareholder value. It does not directly impact current share price or dividend policy.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The phantom stock units will be settled 100% in cash upon the reporting person's retirement.

Key Dates

Keywords

VF Corp, VFC, Phantom Stock, Deferred Compensation, Insider Transaction, Director Compensation, SEC Form 4