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Alexander Cho

Director at V FV F
Board

About Alexander K. Cho

Alexander K. Cho (age 52) has served on VF Corporation’s Board since 2022 and is President, Personal Systems at HP Inc. His core credentials include deep technology, data/AI, cybersecurity and sustainability integration expertise built across senior leadership roles at HP. He is an independent director and currently serves on VF’s Audit Committee and Governance & Corporate Responsibility Committee .

Past Roles

OrganizationRoleTenureCommittees/Impact
HP Inc.President, Personal Systems2018–presentLeads global computing business; brings data/AI, cybersecurity, and sustainability insights to VF oversight
HP Inc.VP & GM, Commercial Personal Systems2014–2018Commercial systems leadership
HP Inc.VP & GM, LaserJet Supplies Business2010–2014P&L leadership; operations and strategy

External Roles

OrganizationCapacityNotes
HP Inc.Executive (President, Personal Systems)Not a disclosed public company directorship in VF’s proxy

Board Governance

  • Independence: Board determined Mr. Cho is independent under NYSE rules and VF’s categorical standards; Board specifically considered that HP Inc. (his employer) is a vendor to VF via resellers in the ordinary course and concluded no material relationship exists .
  • Committee assignments: Audit (Member); Governance & Corporate Responsibility (Member) .
  • Attendance: VF states every current director attended at least 75% of Board and committee meetings in FY2025; Board held 9 meetings; Audit 9; Governance & Corporate Responsibility 7. All directors present at the July 2024 Annual Meeting .
  • Executive sessions: Independent directors met in executive session at each regularly scheduled Board meeting; four executive sessions held in FY2025 .
  • Board refreshment: Mr. Cho is part of VF’s recent board refresh (four new independent directors since 2022) to add technology, analytics and consumer expertise .

Fixed Compensation (Director)

Item (FY2025)Value
Annual cash retainer$100,000
Committee chair feesN/A (not a chair)
Cash actually earned/paid (or deferred)$100,000 (elected to defer all cash comp in 2024)

Program structure for all non-employee directors: $100,000 cash retainer; annual equity retainer approximately $180,000 split roughly equally between stock options and DSUs (FY2025 director grant sizing ~$210.6K due to award calibration); stock ownership guideline = 5x annual retainer .

Ownership guideline status: All current directors met guideline targets except Ms. Grossman and Messrs. Cho, Edwards and Tanner, who are within the five-year period to achieve compliance .

Performance Compensation (Director Equity Awards)

Directors receive time-based DSUs and stock options (not performance-conditioned). FY2025 awards to Mr. Cho:

Equity ElementGrant detailsTerms
DSUs7,288 DSUs granted May 28, 2024; grant-date fair value $118,576 (valued as of July 23, 2024 due to plan approval)Vested and non-forfeitable at grant; dividend equivalents; settled in shares one year after grant unless deferred (Mr. Cho elected to defer)
Stock options18,256 options granted May 28, 2024 at $12.35; grant-date fair value $92,010Non-forfeitable; 10-year term; become exercisable 1 year post-grant; exercisable for 36 months post-separation (within option term)

Director compensation actual mix (FY2025): Fees $100,000; DSUs $118,576; Options $92,010; Total $310,586 .

Other Directorships & Interlocks

CompanyRoleInterlock/Overlap
None disclosedNo other current public company directorships disclosed for Mr. Cho in VF’s proxy

Expertise & Qualifications

  • Technology, data/AI, cybersecurity governance; digital strategy and investment rigor for consumer companies .
  • Sustainability integration into product development and operations (e.g., recycled materials, advanced materials) .
  • Consumer/enterprise technology operating leadership; strategic use of data to drive priorities .

Equity Ownership

Measure (as of May 27, 2025)Amount
Total beneficial ownership65,401 shares (includes options exercisable within 60 days and phantom share equivalents)
Options exercisable within 60 days39,392
Phantom shares in Director Deferred Savings Plan11,623 (no voting/dispositive power)
Outstanding director options at FY2025-end39,392 options outstanding (non-employee director awards)
DSUs granted in FY2025 and outstanding at FY-end7,288 DSUs (vested; settlement generally 1-year post-grant unless deferred)
Ownership as % of shares outstandingEach named person (incl. Mr. Cho) <1%; directors and officers as a group 1.1%

Policy notes:

  • Hedging and pledging of VF stock are prohibited for directors and executives .
  • Director ownership guideline: 5x annual retainer; Mr. Cho is within the five-year compliance window .

Potential Conflicts, Related-Party Exposure, and Signals

  • HP Inc. vendor relationship: Mr. Cho is an HP executive; HP (via resellers) is a vendor to VF. The Board reviewed and maintained his independence after assessing the ordinary-course nature and materiality; no related-party transactions requiring disclosure were reported in FY2025 .
  • No director loans, family transactions, or other related-person transactions above $120,000 disclosed .
  • Insider trading/pledging: Policies prohibit hedging/pledging; no exceptions disclosed .

Governance Assessment

  • Strengths for investor confidence:

    • Independent status affirmed despite HP vendor relationship; explicit Board review enhances credibility .
    • Audit Committee member with strong technology/cybersecurity perspective; Board assigns cybersecurity oversight to Audit, aligning with his domain expertise .
    • Demonstrated engagement: Board and committees held robust meeting cadence (Board 9; Audit 9; G&CR 7); all current directors ≥75% attendance; independent executive sessions at each regular meeting .
    • Long-term alignment: Equity retainer split between DSUs and options; Mr. Cho elected to defer DSUs and cash compensation, signaling long-term orientation .
  • Watch items:

    • Ownership guideline not yet met (within 5-year onboarding window); continue monitoring equity accumulation progress versus 5x retainer requirement .
    • Low personal ownership (<1% outstanding; typical for large-cap boards), partially offset by option/DSU exposure and deferrals .
  • Overall view: Mr. Cho enhances board effectiveness on technology, data/AI, and cybersecurity risk oversight while maintaining independence. No material conflicts or related-party red flags disclosed; compensation and equity structure align with VF’s standard independent director program and stock ownership expectations .