VF Corp. has become a changed company under Bracken Darrell, who became president and chief executive officer in 2023 and has been trimming the portfolio, rejiggering management and steering the business in a new direction.
If transformation fully translates into the company’s stock price, Darrell will see special 2026 stock awards pay off big time.
A report from the VF board’s Talent and Compensation Committee that was included with the company’s annual proxy statement filed with regulators, explained, “VF does not have a history of granting additional performance awards to our CEO, underscoring the unique circumstances of the committee’s decision.”
Darrell total compensation was recorded in the proxy as $18.9 million for last year, a big bump up from $10.7 million in the prior fiscal year.
While some of that came in cash — including a salary of $1.3 million and incentive pay of $2.9 million — most of the CEO’s take came from stock awards valued at $14.5 million, including the CEO Performance Award, which has a target value of $7 million.
But he’ll only see the full value of that award if VF’s stock price averages $32 or higher for 30 consecutive days by the end of fiscal 2028, when adjusted operating margins will have to hit at least 10 percent.
“The CEO Performance Award is an exclusively performance-based award, with a payout opportunity of either 0 percent or 100 percent, with a three-year performance period,” the committee explained.
Darrell would also have to hold on to the stock through fiscal 2029.
He’s made some progress toward the goal so far.
The stock award was granted in August, when the stock closed at $11.66. On Monday, VF shares ended the day up 1.8 percent to $17.96.
If the CEO does get VF to $32, the committee said shareholders would benefit from “incremental value creation of approximately $7.9 billion,” making the stock awards to Darrell well worth the cost.
“We believe this purely performance-based award was essential to retaining, motivating and rewarding Mr. Darrell during this highly challenging period as he transforms the organization and returns it to growth,” the committee said.
“Since Mr. Darrell started in July 2023, he has led VF through a strategic portfolio review which resulted in the sale of Supreme in July 2024. In addition, the sale of Dickies in November 2025 further accelerated our debt paydown efforts in fiscal 2026, and contributed to the reduction of two full leverage turns over the last two years from a 5.1-times leverage ratio at the end of fiscal 2024 to 3.1-times at the end of fiscal 2026.
“Mr. Darrell has also reset the leadership team, including making new appointments to the roles of chief financial officer, chief people officer and brand presidents for The North Face, Vans and Timberland, as well as creating the new roles of chief operating officer, chief commercial officer and chief design officer,” the committee said.
