Bracken Darrell
V FAbout Bracken Darrell
Bracken Darrell, age 62, is President & CEO of VF Corporation and a director since 2023; he is an ex officio member of the Finance Committee and is classified as a non-independent director . He holds a BA from Hendrix College and an MBA from Harvard Business School; he was appointed CEO effective July 17, 2023 via an offer letter setting base salary at $1.3M, target bonus at 175% of salary, and a $9M FY2024 LTI target, plus $3M make‑whole equity awards . Fiscal 2025 AIP payout was 118.4% of target driven by first‑half strength and second‑half moderation, while PRSUs for the 2023‑2025 cycle paid zero; VF reported $9.5B FY2025 revenue and paid down $1.8B of debt, reflecting margin improvement amid revenue decline versus prior year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Logitech International S.A. | President (2012–2013), CEO (2013–2023), Director | 2012–2023 | Led turnaround, expanded into new categories, elevated design, growth in revenue and market share |
| Whirlpool Corporation | President, EMEA; EVP, Whirlpool Corp. | 2009–2012 | Led EMEA region operations and strategy |
| Procter & Gamble | President, Braun globally; Brand Manager (Old Spice) | 2002–2008; 1991–1997 | Reinvented Braun and Old Spice, brand transformation track record |
| General Electric | General Manager, Consumer Home Service | 1997–2002 | General management leadership in consumer services |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sonos, Inc. | Director | 2024–Present | Current public company directorship |
| Logitech International S.A. | Director | 2013–2023 | Former public company board service during CEO tenure |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 919,945 | 1,300,000 |
| Target Bonus (% of Salary) | 175% (effective 7/17/2023) | 175% |
| LTI Target ($) | 9,000,000 (FY2024 plan) | 9,000,000 |
| All Other Compensation ($) | 138,890 | 11,296 |
Notes:
- 2024 say‑on‑pay support: >94% approval .
Performance Compensation
Annual Incentive Plan (AIP)
| Period | Metric | Weight | Threshold | Target | Max | Actual | Achievement | Payout |
|---|---|---|---|---|---|---|---|---|
| 1H FY2025 | Total Revenue | 50% | $3,836.3M | $4,513.3M | $5,270.9M | $4,506.9M | 99.9% | 50.0% |
| 1H FY2025 | Operating Income | 50% | $99.4M | $132.5M | $166.1M | $192.8M | 200.0% | 100.0% |
| 2H FY2025 | Total Revenue | 50% | $4,494.9M | $5,288.1M | $6,175.8M | $5,021.2M | 97.5% | 48.7% |
| 2H FY2025 | Operating Income | 50% | $286.0M | $381.3M | $478.0M | $360.1M | 97.2% | 48.6% |
| Full Year FY2025 | Weighted Payout | — | — | — | — | — | — | 118.4% |
| Executive | Base Salary | AIP Target (% Salary) | AIP Target ($) | Total Payout % | AIP Award ($) |
|---|---|---|---|---|---|
| Bracken Darrell | $1,300,000 | 175% | $2,275,000 | 118.4% | $2,693,600 |
Long-Term Incentives and Vesting
| Award | Grant Date | Target/Count | Key Terms | Status/Outcomes |
|---|---|---|---|---|
| Make‑whole RSUs | 8/4/2023 | 77,240 RSUs | 50% vest on 7/17/2024; 50% on 7/17/2025, continued service required | 38,620 RSUs vested July 2024; value realized $623,052 incl. dividend equivalents |
| Make‑whole Options | 8/4/2023 | 262,208 exercisable; 524,414 unexercisable | $19.42 strike; expire 8/3/2033 | No exercises in FY2025 |
| FY2025 Options | 5/28/2024 | 912,757 | $12.35 strike; vest in 3 equal annual tranches; expire 5/27/2034 | |
| FY2025 PRSUs (FY2025–FY2027 cycle) | 7/23/2024 | Target 121,458 | Three 1‑year Revenue goals (50%) + GM goals (50%); rTSR vs S&P 600 Consumer Discretionary modifier ±25%; fiscal 2025 targets Revenue $9.80B; GM 53.3% |
PRSU 2023–2025 outcome: below minimum thresholds; no payout .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 952,440 shares as of May 27, 2025; includes options exercisable within 60 days |
| Options Exercisable (within 60 days) | 697,565 |
| Ownership as % of SO | Does not exceed 1% of outstanding shares |
| Stock Ownership Guidelines | CEO must accumulate 6x annual base salary over 5 years; must retain 50% of after‑tax shares from exercises/vestings until compliant |
| Guideline Compliance | Not yet met; within 5‑year compliance window |
| Hedging/Pledging | Prohibited for directors and NEOs (derivatives, short sales; margin accounts; pledging) |
| FY2025 Vesting/Exercises | 39,965 shares vested; no option exercises by NEOs |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Start Date | July 17, 2023 | |
| Base/Bonus | $1,300,000 base; 175% target bonus; $9M FY2024 LTI target | |
| Make‑whole Equity | $3,000,000 split 50% RSUs / 50% options; vest 50% at 1‑year and 2‑year anniversaries | |
| Severance (No CIC) | If terminated without cause within 2 years and not in CIC: cash equal to 2x base salary; cash equal to 18 months employer health subsidy; full vesting of make‑whole awards; subject to release and covenants | |
| Change‑in‑Control Agreement | Double‑trigger protection; severance equal to 2.99x (base + highest target/actual annual incentive in past 3 years); potential acceleration of equity; cut‑back vs full pay depending on excise tax; no gross‑ups | |
| Estimated CIC Payment (as of 3/29/2025) | Severance $10,689,250; PRSU $9,992,208; Unvested RSUs $635,928; Unvested Options $3,048,608; Benefits $89,625; Total $24,455,619 (assumes $15.69 share price) | |
| Restrictive Covenants | Non‑competition, non‑solicitation, confidentiality; non‑compete/nonsolicit for 1 year post‑termination | |
| Clawbacks | Updated policy under Exchange Act Rule 10D‑1/NYSE 303A.14 for restatements; recovery of incentive compensation within 3 fiscal years |
Board Governance
- Director since 2023; Finance Committee ex officio member .
- Board leadership: roles separated; independent Chair (Richard T. Carucci) since 2023 .
- Independence: non‑independent director; 11 of 12 nominees independent .
- Meetings: Board held 9 meetings in FY2025; independent directors met in executive session at each regularly scheduled meeting and held 4 executive sessions in FY2025 .
- Attendance: every current director attended at least 75% of Board and committee meetings .
- Shareholder engagement: contacted holders of >77% of outstanding shares; met with holders of >61% .
- Board service compensation: Employee directors receive no additional pay for Board service; Darrell explicitly receives no additional Board compensation .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 total direct compensation target $12.575M with ~90% at‑risk for CEO, reflecting high equity linkage; actual 2025 stock awards $2.225M and options $4.500M; AIP paid $2.694M .
- Shift in incentive design: FY2025 PRSUs emphasize annual Revenue and GM goals with rTSR modifier, tightening pay‑for‑performance alignment; prior cycle (2023–2025) paid zero due to underperformance .
- Governance guardrails: Double‑trigger CIC; clawbacks; hedging/pledging prohibitions; independent consultant (Meridian) supporting committee .
Performance & Track Record
- Fiscal 2025 transformation progress: Reinvent program improved gross margin and operating profit with lower promotions and cost reductions; company paid down $1.8B of debt; revenue declined vs prior year, consistent with expectations .
- AIP outcomes reflect improved forecasting and profitability focus: FY2025 payout 118.4% after two years of zero payouts previously .
Risk Indicators & Red Flags
- Related party transactions: none requiring disclosure since the beginning of last fiscal year .
- Hedging/pledging: prohibited for directors/executives, mitigating alignment risk .
- Say‑on‑pay: strong shareholder support in 2024 (>94%) .
- Option repricing/gross‑ups: none; policy explicitly disallows repricing and excise tax gross‑ups .
Equity Awards Outstanding (CEO detail)
| Award Type | Grant Date | Exercisable | Unexercisable | Strike | Expiration | Unvested RSUs (#) | Market Value of RSUs | PRSUs Unvested |
|---|---|---|---|---|---|---|---|---|
| Stock Options | 8/4/2023 | 262,208 | 524,414 | $19.42 | 8/3/2033 | — | — | — |
| RSUs (make‑whole) | 8/4/2023 | — | — | — | — | 40,531 | $635,928 | — |
| Stock Options | 5/28/2024 | 0 | 912,757 | $12.35 | 5/27/2034 | — | — | — |
| PRSUs (FY2025–2027) | 7/23/2024 | — | — | — | — | — | — | Target 121,458 |
Director Compensation (for Darrell as CEO-director)
- Employee director: no incremental Board retainer or equity; compensation via CEO package only .
Investment Implications
- Strong alignment mechanisms: high at‑risk pay (~90%), robust ownership guidelines, clawbacks, and hedging/pledging prohibitions reduce agency risk and support long‑term value creation .
- Near‑term selling pressure appears limited: FY2025 shows no option exercises (RSUs vested in July 2024); large unexercisable option tranches vesting through 2027 could create scheduled liquidity events but are structurally staggered .
- Retention/CIC economics: No‑CIC severance is moderate (2x base); CIC benefits are sizable (estimated $24.46M) but governed by double‑trigger and excise tax cut‑back, mitigating windfall risk; the one‑year non‑compete/nonsolicit aids retention and reduces transition risk .
- Execution risk remains: PRSU zero payout for 2023–2025 signals prior underperformance; FY2025 AIP payout reflects operating improvement but revenue decline; continuation of Reinvent and margin targets are key to future equity vesting and investor confidence .