Form 4: VF Corp Director Matthew Shattock Increases Phantom Stock Holdings Through Deferred Compensation Plan

VF Corporation Director Matthew J. Shattock has acquired additional phantom stock units as part of his deferred compensation, increasing his total beneficial ownership.

Summary

• Matthew J. Shattock, a Director of V F Corp (VFC), acquired 2,639.358 Phantom Stock Units (PSUs) on June 27, 2025.
• Each PSU was acquired at a price of $11.84, representing deferred Directors' fees divided by the fair market value of common stock on the deferral date.
• These PSUs are accrued under the VF Corporation Directors Deferred Savings Plan and are to be settled 100% in cash upon Mr. Shattock's retirement.
• Following this transaction, Matthew J. Shattock beneficially owns a total of 35,108.947 Phantom Stock Units.
• The number of PSUs beneficially owned may fluctuate over time due to the deemed reinvestment of dividends.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it indicates a director's continued participation in a long-term incentive plan, aligning their interests with shareholders. It is a routine transaction and not indicative of significant operational changes.

Positives

• The acquisition of additional phantom stock units by a director indicates continued alignment of interests between the director and shareholders, as the value of these units is tied to the company's stock performance.
• Participation in a deferred compensation plan demonstrates a long-term commitment from the director to the company's future.

Future Outlook

This filing does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction. It solely reports an insider transaction related to deferred compensation.

Management Comments

• Phantom Stock Units are accrued under the VF Corporation Directors Deferred Savings Plan and will 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

The acquisition of phantom stock units as part of a deferred compensation plan is a common practice in corporate governance across various industries. It allows directors to defer income and align their financial interests with the long-term performance of the company's stock without directly holding equity shares, as these units are cash-settled.

Comparison to Industry Standards

• Deferred compensation plans, including those involving phantom stock or similar cash-settled equity-linked instruments, are standard components of director compensation packages in publicly traded companies across industries, including consumer discretionary and apparel sectors where VF Corp operates.
• The mechanism of converting deferred fees into phantom units based on the stock's fair market value is a widely accepted method for calculating such awards, comparable to practices at companies like Nike, Adidas, or Lululemon, which also utilize various forms of equity-linked compensation for their executives and directors.

Corporate Governance

Related Party Transactions

• The acquisition of Phantom Stock Units by Matthew J. Shattock, a Director of VF Corp, from the company's Directors Deferred Savings Plan constitutes a related party transaction, as it involves a transaction between the company and a member of its management.

Stakeholder Impact

• Shareholders: The transaction indicates a director's continued investment (via deferred compensation) in the company's performance, which can be viewed positively as it aligns the director's financial interests with shareholder value.
• Employees: No direct impact on general employees is indicated by this specific filing.
• Management/Directors: The transaction directly impacts Matthew J. Shattock's deferred compensation and long-term incentives.

Key Dates

Keywords

VF Corp, VFC, Matthew Shattock, Director, Phantom Stock Units, PSUs, Deferred Compensation, Insider Transaction, SEC Form 4, Corporate Governance, Executive Compensation